What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 177 added, 366 removed, 450 unchanged (55% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) September 30,

(in thousands, except share and per share amounts) March 31,

2026 December 31,

2 unchanged sentences

Short-term investments 71,391 114,648

Short-term investment — related party 4,861 4,968

Prepaid expenses 1,971 2,939

4 unchanged sentences

Restricted cash 13,691 13,691

Other assets 1,000 1,000

Total assets $ 294,730 $ 342,733

14 unchanged sentences

775,000,000 shares authorized;

180,309,471 and 131,160,842 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

180,615,514 and 180,514,014 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,014,175 1,009,138

Accumulated other comprehensive loss 33 1

Accumulated other comprehensive (loss) income ( 1 ) 82

Accumulated deficit ( 937,476 ) ( 888,354 )

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2026 2025

Collaboration revenue — related party $ 856 $ 1,454

Collaboration revenue 46 209 46 800

Total revenue 1,225 209 3,794 800

Operating expenses:

14 unchanged sentences

Net loss $ ( 49,122 ) $ ( 51,890 )

Change in unrealized loss on investments, net of tax 43 92 32 36

Change in unrealized (loss) income on investments, net of tax ( 83 ) ( 16 )

Comprehensive loss $ ( 49,205 ) $ ( 51,906 )

5 unchanged sentences

Comprehensive

Losses Accumulated

Income (Loss) Accumulated

Deficit Total

2 unchanged sentences

Balance as of December 31, 2025 180,514,014 $ 2 $ 1,009,138 $ 82 $ ( 888,354 ) $ 120,868

Stock-based compensation expense — — 5,681 — — 5,681

Change in unrealized loss on investments, net of tax — — — ( 16 ) — ( 16 )

Net loss — — — — ( 51,890 ) ( 51,890 )

Balance as of March 31, 2025 131,160,842 $ 2 $ 846,039 $ ( 15 ) $ ( 739,102 ) $ 106,924

Exercise of pre-funded warrants 3,199,984 — — — — —

Issuance of common stock under the employee stock purchase plan 133,612 — 197 — — 197

Stock-based compensation expense — — 6,325 — — 6,325

Change in unrealized loss on investments, net of tax — — — 5 — 5

Net loss — — — — ( 52,591 ) ( 52,591 )

Balance as of June 30, 2025 134,494,438 $ 2 $ 852,561 $ ( 10 ) $ ( 791,693 ) $ 60,860

Issuance of common stock from public offering, net of issuance costs of $ 5.8 million

43,700,000 — 138,380 — — 138,380

Issuance of restricted stock units 2,000,000 — — — — —

Issuance of common stock upon exercise of stock options 101,500 — 393 — — 393

Stock-based compensation expense — — 4,644 — — 4,644

Change in unrealized loss on investments, net of tax — — — 43 — 43

Change in unrealized income (loss) on investments, net of tax — — — ( 83 ) — ( 83 )

Net loss — — — — ( 49,122 ) ( 49,122 )

Balance as of September 30, 2025 180,309,471 $ 2 $ 1,004,061 $ 33 $ ( 842,275 ) $ 161,821

Balance as of March 31, 2026 180,615,514 $ 2 $ 1,014,175 $ ( 1 ) $ ( 937,476 ) $ 76,700

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

4 unchanged sentences

Comprehensive

Losses Accumulated

Income (Loss) Accumulated

Deficit Total

2 unchanged sentences

Balance as of December 31, 2024 131,160,842 $ 2 $ 840,358 $ 1 $ ( 687,212 ) $ 153,149

Issuance of common stock from public offering, net of issuance costs of $ 8.9 million

22,560,001 — 132,055 — — 132,055

Issuance of pre-funded warrants, net of issuance costs of $ 1.2 million

— — 18,800 — — 18,800

Issuance of common stock under the employee stock purchase plan 74,488 — 436 — — 436

Issuance of common stock upon exercise of stock options 9,664 — 36 — — 36

Stock-based compensation expense — — 5,681 — — 5,681

Change in unrealized loss on investments, net of tax — — — ( 80 ) — ( 80 )

Change in unrealized income (loss) on investments, net of tax — — — ( 16 ) — ( 16 )

Net loss — — — — ( 51,890 ) ( 51,890 )

Balance as of March 31, 2025 131,160,842 $ 2 $ 846,039 $ ( 15 ) $ ( 739,102 ) $ 106,924

Issuance of common stock upon exercise of stock options 9,539 — 35 — — 35

Stock-based compensation expense — — 8,091 — — 8,091

Change in unrealized loss on investments, net of tax — — — 24 — 24

Net loss — — — — ( 55,327 ) ( 55,327 )

Balance as of June 30, 2024 120,030,813 $ 2 $ 789,076 $ ( 71 ) $ ( 592,418 ) $ 196,589

Issue of common stock under the Securities Purchase Agreement to BMS — related party 11,006,163 — 38,081 — — 38,081

Issuance of common stock under the employee stock purchase plan 115,021 — 401 — — 401

Issuance of common stock upon exercise of stock options 8,845 — 32 — — 32

Stock-based compensation expense — — 6,827 — — 6,827

Change in unrealized loss on investments, net of tax — — — 92 — 92

Net loss — — — — ( 52,518 ) ( 52,518 )

Balance as of September 30, 2024 131,160,842 $ 2 $ 834,417 $ 21 $ ( 644,936 ) $ 189,504

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

5 unchanged sentences

Depreciation expense 1,856 1,700

Change in fair value of short-term investment — related party 107 544

Amortization of premiums and discount on short-term investments ( 431 ) ( 164 )

Change in fair value of short-term investment — related party — 1,056

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued expenses and other current liabilities ( 4,502 ) ( 6,655 )

Accrued settlement payment — related party — ( 13,500 )

Deferred revenue — related party ( 856 ) ( 1,438 )

1 unchanged sentence

Net cash used in operating activities ( 42,710 ) ( 48,857 )

Cash flows (used in) provided by investing activities:

Cash flows provided by (used in) investing activities:

Maturities of investments 50,888 3,000

1 unchanged sentence

Purchases of property and equipment ( 214 ) ( 2,422 )

Return (payments) of security deposits — 724

Net cash (used in) provided by investing activities ( 137,093 ) 20,204

Net cash provided by (used in) investing activities 43,391 ( 47,742 )

Cash flows provided by financing activities:

Proceeds from follow-on offering, net of issuance costs 138,380 132,055

Proceeds from research and development funding liability 12,000 6,000

Net proceeds from stock option exercises 393 —

Proceeds from ESPP offerings 197 836

Proceeds from issuance of common stock under the BMS Securities Purchase Agreement — related party — 38,081

Proceeds from issuance of pre-funded warrants, net of issuance costs — 18,800

Proceeds from research and development funding liability — 6,000

Net cash provided by financing activities 393 6,000

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

12 unchanged sentences

Nature of the Business and Basis of Presentation

Prime Medicine, Inc., together with its consolidated subsidiary (the “Company”) is a biotechnology company committed to delivering a new class of differentiated one-time curative genetic therapies.

Prime Medicine, Inc., together with its consolidated subsidiary, or the Company, is a biotechnology company committed to delivering a new class of differentiated one-time curative treatments.

The Company is deploying Prime Editing technology, which it believes is a versatile, precise, and efficient gene editing technology.

4 unchanged sentences

To date, the Company has funded its operations primarily with proceeds from sales of preferred stock, from public offerings, and private placement of its common stock, and through payments from its collaboration partners.

In August 2025, the Company issued and sold 43,700,000 shares of its common stock, including 5,700,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 3.30 per share.

As a result of the offering, the Company received approximately $ 138.4 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of $ 5.8 million.

Since its inception, the Company has incurred substantial losses and, as of September 30, 2025, the Company had an accumulated deficit of $ 842.3 million.

Since its inception, the Company has incurred substantial losses and, as of March 31, 2026, the Company had an accumulated deficit of $ 937.5 million.

The Company expects to generate operating losses and negative operating cash flows for the foreseeable future.

The Company further expects that its cash, cash equivalents, and investments as of September 30, 2025 of $ 213.3 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements.

As of March 31, 2026, the Company maintains cash, cash equivalents, and short-term investments of $ 135.5 million.

Going Concern

In accordance with Accounting Standards Codification, or ASC, 205-40, Going Concern , or ASC 205-40, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date on which this Quarterly Report on Form 10-Q is filed.

Based on the Company's cash, cash equivalents, and short-term investments as of March 31, 2026, the Company's current and forecasted level of operations, and its forecasted cash flows, the Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management plans to provide for the Company’s capital requirements through financing or other transactions, and selling shares under the Company's “at the market offering” program.

There can be no assurance that the Company will be able to raise additional capital to fund operations with terms acceptable to the Company, or at all.

Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the Company’s ability to continue as a going concern are outside of the Company’s control, including the ability to raise capital through an equity or other financing, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the evaluation of mitigating factors.

As a result, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued.

The condensed consolidated financial statements as of March 31, 2026 have been prepared under the assumption that the Company will continue as a going concern for the next 12 months and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

The Company’s ability to continue as a going concern is dependent upon its uncertain ability to obtain additional capital, reduce expenditures and/or execute on its business plan.

These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for product candidates, market acceptance of products, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, and the ability to raise additional capital to fund operations.

product candidates, market acceptance of products, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, and the ability to raise additional capital to fund operations.

The Company’s product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization.

9 unchanged sentences

Intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S.

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or the U.S.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

GAAP as found in the ASC and Accounting Standards Updates, or ASU, of the Financial Accounting Standards Board, or FASB.

The accompanying condensed consolidated financial statements of Prime Medicine, Inc.

are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024.

The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2025 and 2024 are also unaudited.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026, the results of its operations for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025, and its cash flows for the three months ended March 31, 2026 and 2025.

The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are also unaudited.

The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period.

The condensed consolidated balance sheet data as of December 31, 2025 was derived from our audited financial statements, but does not include all disclosures required by U.S.

These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2024, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025.

These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2025, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 3, 2026.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2, Summary of significant accounting policies , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

The Company’s significant accounting policies are disclosed in Note 2, Summary of significant accounting policies , in the audited consolidated financial statements for the year ended December 31, 2025, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 3, 2026.

Since the date of those financial statements, there have been no material changes to its significant accounting policies, except as noted below.

1 unchanged sentence

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, the valuation of the Company’s common stock and stock-based awards.

3 unchanged sentences

Segment Information

Under ASC 280, Segment Reporting , operating segment is a component of a public entity that 1) engages in business activities from which it may recognize revenues and incur expenses, 2) its operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions about resource allocation or performance assessment, and 3) its discrete financial information is available.

Under ASC 280, Segment Reporting , operating segment is a component of a public entity that 1) engages in business activities from which it may recognize revenues and incur expenses, 2) its operating results are regularly reviewed by the entity’s chief operating decision maker, or CODM, to make decisions about resource allocation or performance assessment, and 3) its discrete financial information is available.

The Company operates and manages its business as a single segment for the purposes of assessing performance and making operating decisions.

Our chief executive officer, who is the CODM, manages and allocates resources to the operations of our company on a total company basis by assessing the overall level of resources available and how to best deploy these resources across functions and research and development projects that are in line with our long-term company-wide strategic

In making these decisions, the CODM uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

1 unchanged sentence

Through this analysis, the CODM assesses performance by comparing actual net loss verses the budget, and then decides how to allocate resources to invest in the Company’s research and development programs.

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

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

The following table contains additional information on our consolidated net loss, including significant segment expenses:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended

(in thousands) 2026 2025

8 unchanged sentences

Other segment items (1)

20,198 14,624 41,164 33,538

Total operating expenses 51,510 53,846

1 unchanged sentence

Net loss $ ( 49,122 ) $ ( 51,890 )

(1) Other segment items consist of professional and consultant fees, license and intellectual property fees, general and administrative facility costs, and settlement costs.

(1) Other segment items consist of professional and consultant fees, license and intellectual property fees, and general and administrative facility costs.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement.

1 unchanged sentence

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the

effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact this ASU will have on its disclosures.

4 unchanged sentences

Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional.

The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim

periods beginning after December 15, 2026.

The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim periods beginning after December 15, 2026.

The Company is currently evaluating the impact to the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-scope Improvements , which improves the navigability of interim reporting guidance.

The ASU also addresses the form and content of financial statements, adds lists to ASC 270 of the interim disclosures required by all other codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact this ASU will have on its interim disclosures.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption .

1 unchanged sentence

The following tables present the Company’s fair value hierarchy for its assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair value:

As of September 30, 2025:

As of March 31, 2026:

(in thousands) Level 1 Level 2 Level 3 Total

2 unchanged sentences

Corporate debt securities — 1,000 — 1,000

Treasury and government securities — 5,780 — 5,780

Short-term investments:

1 unchanged sentence

Corporate debt securities — 24,017 — 24,017

Related party short-term investment:

Beam equity securities 4,861 — — 4,861

Total cash equivalents and investments $ — $ 135,153 $ — $ 135,153

3 unchanged sentences

Money market funds $ — $ 57,282 $ — $ 57,282

Treasury and government securities — 2,739 — 2,739

Corporate debt securities — 2,698 — 2,698

1 unchanged sentence

Treasury and government securities — 78,152 — 78,152

Related party short-term investment:

Beam equity securities 4,968 — — 4,968

Corporate debt securities 36,496 36,496

Total cash equivalents and investments $ — $ 177,367 $ — $ 177,367

3 unchanged sentences

Unrealized gains and losses of investments in debt securities consisted of the following:

As of September 30, 2025:

As of March 31, 2026:

(in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

5 unchanged sentences

(in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Short-term investments:

Short-term investments in debt securities:

Treasury and government securities $ 78,074 $ 78 $ — $ 78,152

Corporate debt securities 36,492 7 ( 3 ) 36,496

Total short-term investments in debt securities $ 114,566 $ 85 $ ( 3 ) $ 114,648

The contractual maturities of the Company’s investments in debt securities were as follows:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

1 unchanged sentence

Marketable securities in unrealized loss positions consisted of the following:

As of September 30, 2025:

As of March 31, 2026:

(in thousands, except number of securities) Number of Securities Fair Value Gross Unrealized Losses

2 unchanged sentences

Corporate debt securities 19 $ 21,774 $ ( 12 )

Based on factors such as historical experience, market data, issuer-specific factors, and current economic conditions, the Company did not record an allowance for credit losses as of September 30, 2025 related to these investments.

Further, given the lack of significant change in the credit risk, the Company does not consider these investments to be impaired.

1 unchanged sentence

Property and equipment, net consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

9 unchanged sentences

Depreciation expense related to property and equipment is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

Accrued expenses and other current liabilities

Research and clinical costs

$ 2,197 $ 1,997

Employee compensation and benefits 2,190 7,337

License fee 1,562 1,562

Research and clinical costs

Facility related — 2,811

Other 2,149 1,704

1 unchanged sentence

The Company leases office and laboratory space under various non-cancelable operating leases.

The Company’s significant lease agreements are disclosed in Note 9, Leases , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

Since the date of those financial statements, there have been no changes to the Company’s significant agreements except as described below.

60 First Street, Cambridge, Massachusetts Lease

In November 2021, the Company entered into a lease for three floors of office and laboratory space in Cambridge, Massachusetts, with rent commencing in March 2024, subject to any credits pursuant to the terms of the lease (the “60 First Street Lease”).

Subsequent to the initial non-cancelable term of the lease of ten years , the Company has an option to extend the lease for an additional period of ten years with the rent during the extension term being the then fair market rent.

The Company secured the lease with a $ 13.1 million security deposit, which was recorded as restricted cash on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Accounting Considerations

The Company determined that the lease contained three separate lease components, each of which represents a right of use that the Company can benefit from on its own and neither of which are highly dependent nor highly related to each other.

The Company allocated the consideration among the three lease components based on their relative fair market values.

In accordance with ASC 842, Leases, the lease commenced for one of the lease components in March 2024 and the Company recorded a right-of-use asset of $ 44.9 million, and a corresponding lease liability of $ 33.6 million on the lease commencement date;

this included a reclass of $ 11.3 million from prepaid expenses to right-of-use asset related to build out costs which were determined to be owned by the lessor.

In March 2025, the Company determined that the lease commenced on the remaining two lease components and recorded right-of-use assets of $ 76.8 million, and a corresponding lease liability of $ 78.6 million on the lease commencement date.

As the exercise of the option to extend the lease term is not reasonably certain, the Company will recognize lease expense for all lease components through February 2034.

In June 2024, the Company filed a complaint in Massachusetts Superior Court against NW Cambridge Property Owner, LLC (“NWC”), the Company’s landlord at 60 First Street.

While the lawsuit was pending, the Company continued to make the disputed payments under the 60 First Street Lease under protest.

The disputed payments are recorded within other current assets on the Company’s condensed consolidated balance sheets and were $ 13.9 million, and $ 10.8 million as of September 30, 2025 and December 31, 2024, respectively.

Arsenal Street, Watertown, Massachusetts Leases

In August 2024, the Company entered into the third amendment to its existing lease for approximately 16,000 square feet of combined laboratory and office space at 480 Arsenal Street, Watertown, Massachusetts (the “480 Arsenal Amendment”).

In September 2024, the Company entered into a new lease for approximately 48,500 square feet of combined laboratory and office space at 500 Arsenal Street, Watertown, Massachusetts (the “500 Arsenal Lease”).

The landlords of the spaces at 480 Arsenal Street and 500 Arsenal Street are affiliates.

The 500 Arsenal Lease term commenced in December 2024 with a base term of 11 months.

In December 2024, the Company began constructing improvements to the space, the construction for which was completed in 2025.

Subsequent to the base term, the Company has an option to extend the lease through August 2028, which it exercised in February 2025.

The Company secured the lease with a $ 0.6 million security deposit, which is recorded as restricted cash on the condensed consolidated balance sheets as of September 30, 2025.

The 500 Arsenal Lease also provides a tenant improvement allowance of $ 2.4 million and an additional tenant improvement allowance of $ 1.2 million, which the Company would be obligated to repay to the landlord.

The Company did not use the additional tenant improvement allowance.

Accounting Considerations

As the 480 Arsenal Amendment and the 500 Arsenal Lease meet the criteria for combining contracts under ASC 842, the Company determined that both 480 Arsenal Amendment and the 500 Arsenal Lease are modifications to its existing lease at 480 Arsenal Street.

Within the combined contract the Company identified two separate lease components, each of which represents a right of use that the Company can benefit from on its own and none which are neither highly dependent nor highly related to the other.

The Company allocated the consideration under the combined contract among the two lease components based on their relative fair market value.

In calculating the allocable consideration and the fair market value of each lease component, the Company determined it was probable that it will exercise the option to extend the lease term provided under the 500 Arsenal Lease.

For accounting purposes, as the construction of the lessor assets were completed, the Company determined that the 500 Arsenal Lease commenced in March 2025 and recorded right-of-use assets of $ 7.0 million, and a corresponding lease liability of $ 5.5 million on the lease commencement date.

Concurrently, the Company also determined that the termination of its leased space at 480 Arsenal Street was reasonably certain, and the Company recorded a $ 3.1 million reduction to the Company’s operating lease liability and its operating lease right-of-use asset on the condensed consolidated balance sheet.

The table below reconciles the undiscounted future annual lease payments to the total operating lease liabilities recorded in the condensed consolidated balance sheet as of September 30, 2025:

The Company’s significant lease agreements are disclosed in Note 9, Leases , in the audited consolidated financial statements for the year ended December 31, 2025, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 3, 2026.

Since the date of those financial statements, there have been no changes to the Company’s significant agreements.

The table below reconciles the undiscounted future annual lease payments to the total operating lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2026:

(in thousands) Undiscounted

7 unchanged sentences

Under the Company’s Third Amended and Restated of Certificate of Incorporation, as amended, the Company’s common stock had a par value of $ 0.00001 and each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote.

The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors (the “Board of Directors”).

Pre-funded Warrants

In February 2024, the Company sold pre-funded warrants to purchase 3,200,005 shares of common stock at a public offering price of $ 6.24999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $ 0.00001 per share exercise price for each pre-funded warrant.

Subject to certain requirements, the pre-funded warrants can be exercised by the holder at any time.

In May 2025, the holder exercised all 3,200,005 of its pre-funded warrants on a cashless basis and received 3,199,984 shares of the Company’s common stock.

Following this exercise, the Company has no pre-funded warrants outstanding.

August 2025 Offering

As a result of the offering, the Company received approximately $ 138.4 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of approximately $ 5.8 million.

The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors, or the Board of Directors.

At-The-Market Equity Program

In November 2023, the Company entered into Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC, acting as the Company’s agent and/or principal (the “Sales Agent”), with respect to an “at the market offering” program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million through the Sales Agent.

Effective July 30, 2025, the Company terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the shelf registration statement on Form S-3 (File No.

333-275321) and related to the shares of the Company’s common stock issuable pursuant to the Sales Agreement (the “Prior Registration Statement”).

As a result, the Company will not make any sales of its common stock pursuant to the Sales Agreement, unless and until a new

prospectus, prospectus supplement or a new registration statement is filed.

Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

As of September 30, 2025 and as of the date these condensed consolidated financial statements are issued, the Company has not sold any shares of common stock under the ATM Prospectus.

In November 2023, the Company entered into Open Market Sale Agreement SM , or the Sales Agreement, with Jefferies LLC, or Jefferies, acting as the Company’s agent and/or principal, or the Sales Agent, with respect to an “at the market offering” program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million through the Sales Agent, or the 2023 ATM Program.

Pursuant to the Sales Agreement, any shares will be sold pursuant to the shelf registration statement on Form S-3 (File No.

333-291348), originally filed with the SEC on Form S-3ASR on November 7, 2025, and converted to Form S-3 by post-effective amendments effective March 4, 2026, including the base prospectus and sales agreement prospectus contained therein (as amended), or the New Registration Statement.

Any shares will be sold pursuant to the New Registration Statement and the sales agreement prospectus filed therewith, or the ATM Prospectus, which covers the offer and sale of shares of the Company’s common stock under the 2023 ATM Program having an aggregate offering price of up to $ 200.0 million of the $ 300.0 million authorized under the Sales Agreement.

If the Company wishes to offer and sell additional shares of its common stock under the Sales Agreement in excess of the $ 200.0 million registered under the New Registration Statement, for up to an additional $ 100.0 million, the Company must file with the SEC one or more additional prospectus supplements to register under the Securities Act, the offer and sale of any such additional shares.

The common stock will be sold at prevailing market prices at the time of the sale, and as a result, prices may vary.

As of March 31, 2026 and as of the date these condensed consolidated financial statements are issued, the Company has not sold any shares of common stock under the ATM Prospectus.

Stock-Based Compensation

2019 Stock Option and Grant Plan

The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options, non-qualified stock options, unrestricted stock awards, restricted stock awards and other stock-based awards to the officers, employees, consultants and other key persons of the Company.

The 2019 Plan was administered by the Board of Directors, or at the discretion of the Board of Directors, by a committee of the Board of Directors.

The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated.

In October 2022, in connection with the closing of the Company’s initial public offering (“IPO”), the Board of Directors determined that no further awards would be granted under the 2019 Plan.

The Company’s 2019 Stock Option and Grant Plan, or the 2019 Plan, provided for the Company to grant incentive stock options, non-qualified stock options, unrestricted stock awards, restricted stock awards and other stock-based awards to the officers, employees, consultants and other key persons of the Company.

In October 2022, in

connection with the closing of the Company’s initial public offering, the Board of Directors determined that no further awards would be granted under the 2019 Plan.

2022 Stock Option and Incentive Plan

On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Stock Option and Incentive Plan (the “2022 Plan”), which became effective on October 18, 2022.

On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Stock Option and Incentive Plan, or the 2022 Plan, which became effective on October 18, 2022.

The 2022 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants.

3 unchanged sentences

On January 1, 2026, the annual increase resulted in an additional 9,025,700 shares authorized being added to the 2022 Plan.

As of September 30, 2025, the Company had 25,965,119 shares reserved under the 2022 Plan and the 2019 Plan, and 8,655,858 shares available for issuance under the 2022 Plan.

As of March 31, 2026, the Company had 34,482,330 shares reserved under the 2022 Plan and the 2019 Plan, and 11,573,377 shares available for issuance under the 2022 Plan.

2022 Employee Stock Purchase Plan

On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which became effective on October 18, 2022.

On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Employee Stock Purchase Plan, or the 2022 ESPP, which became effective on October 18, 2022.

The number of shares of common stock that may be issued under the 2022 ESPP cumulatively increased beginning on January 1, 2023 and shall increase on each January 1 hereafter through January 1, 2032, by the least of (i) 971,350 shares of common stock, (ii) one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such number of shares of common stock as determined by the administrator of the 2022 ESPP.

There was no annual increase for the 2022 ESPP on January 1, 2026.

As of September 30, 2025, the Company had 1,619,579 shares available for issuance under the 2022 ESPP.

During the nine months ended September 30, 2025, the Company issued 133,612 shares of the Company’s common stock under the 2022 ESPP.

As of March 31, 2026, the Company had 1,522,025 shares available for issuance under the 2022 ESPP.

During the three months ended March 31, 2026, the Company issued no shares of the Company’s common stock under the 2022 ESPP.

Stock Options

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2025:

The following table summarizes the Company’s time-based stock option activity for the three months ended March 31, 2026:

Number of Shares Weighted-Average

4 unchanged sentences

Cancelled or forfeited ( 25,529 ) 6.83

Outstanding at September 30, 2025 15,579,697 $ 3.70

Options vested and exercisable at September 30, 2025 6,742,388 $ 4.84

Options vested and expected to vest at September 30, 2025 15,579,697 $ 3.70

1 Weighted-average exercise price for shares outstanding at the beginning of the period and at the end of period reflect the exercise price resulting from the one-time repricing, which is discussed in detail below.

As of September 30, 2025, there was $ 30.3 million of total unrecognized compensation cost related to time-based unvested stock options.

Outstanding at March 31, 2026 20,879,389 $ 3.71

Options vested and exercisable at March 31, 2026 7,875,474 $ 4.69

Options vested and expected to vest at March 31, 2026 20,879,389 $ 3.71

As of March 31, 2026, there was $ 36.5 million of total unrecognized compensation cost related to time-based stock options, including incremental expense related to the Company’s option repricing announced in August 2025.

The Company expects to recognize such amount over a remaining weighted-average period of 2.9 years.

Performance-Based Stock Options

The following table summarizes the Company’s performance-based stock option activity for the nine months ended September 30, 2025:

The following table summarizes the Company’s performance-based stock option activity for the three months ended March 31, 2026:

Number of Shares Weighted-Average

1 unchanged sentence

Outstanding at December 31, 2025 2,029,564 $ 4.10

Granted 700,000 1.34

Exercised — —

Cancelled or forfeited — —

Outstanding at September 30, 2025 1,729,564 $ 4.01

Vested and exercisable at September 30, 2025 813,480 $ 5.26

As of September 30, 2025, there was $ 2.1 million of total unrecognized compensation cost related to performance-based stock options.

Repricing of Certain Outstanding Stock Options

On June 22, 2025, the Board of Directors approved, and on August 1, 2025 (the “Repricing Date”), the Company’s stockholders approved, a one-time repricing (the “Option Repricing”) of certain outstanding stock options granted to, and held by, certain of the Company’s current employees, including its executive officers, and members of the Board of Directors through the Repricing Date (collectively, the “Eligible Optionholders”), under the 2019 Plan and 2022 Plan (collectively, the “Plans”).

The Option Repricing impacted shares of common stock (such options, the “Eligible Options”) that have exercise prices in excess of $ 4.04 (the “Repriced Exercise Price”), which was the

closing trading price per share of the Company’s common stock on The Nasdaq Global Market on the Repricing Date.

Effective as of the Repricing Date, the per share exercise price of each Eligible Option held by an Eligible Optionholder on the Repricing Date was automatically reduced to the Repriced Exercise Price.

Under the terms of the Option Repricing, a Repriced Option will revert to its original exercise price per share if:

exercised prior to the 18-month anniversary of the Repricing Date for Repriced Options held by members of the Board of Directors or executive officers of the Company, as applicable, or the one-year anniversary of the Repricing Date for Repriced Options held by all other employees of the Company (each, a “Retention Date”);

an Eligible Optionholder’s Service Relationship (as defined in the Plans) is terminated by the Company for Cause (as defined in the applicable award agreement) prior to the applicable Retention Date;

an Eligible Optionholder resigns from the Company (including as a member of the Board of Directors) for any reason prior to the applicable Retention Date, other than described below.

Notwithstanding the foregoing, each Repriced Option shall retain the Repriced Exercise Price, to the extent it has not otherwise reverted to its original exercise price per share in accordance with the foregoing, and the ability to exercise such Repriced Option may be accelerated to earlier than the applicable Retention Date in the event of:

a Sale Event (as defined in the Plans) prior to the applicable Retention Date;

the termination of the Eligible Optionholder’s Service Relationship by the Company without Cause or for “good reason,” or resignation by the Eligible Optionholder for “good reason,” to the extent provided for in the Eligible Optionholder’s employment agreement, offer letter or severance plan (as applicable);

the Eligible Optionholder’s death or disability (as determined in accordance with the Plans, as applicable).

Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, will remain in full force and effect.

As a result of the option repricing, the Company expects to recognize incremental expense of $ 5.1 million over a weighted average period of 2.3 years.

Performance-Based Restricted Common Stock Awards

The Company awarded restricted common stock to employees and non-employees under its 2019 Plan.

The following table summarizes the Company’s performance-based restricted common stock activity for the nine months ended September 30, 2025:

Number of Shares Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2024 3,472,546 $ 0.06

Repurchased — —

Outstanding at September 30, 2025 3,472,546 $ 0.06

Restricted Stock Units

During the three and nine months ended September 30, 2025, the Company issued 2,000,000 restricted stock units.

Further, the Company determined that as the obligation underlying the restricted stock units were satisfied during the period, the $ 8.2 million expense related to the restricted stock units shall be recognized in full during the three

and nine months ended September 30, 2025.

The amount is recorded as research and development expense on the Company’s condensed consolidated statements of operations.

Outstanding at March 31, 2026 2,029,564 $ 4.10

Vested and exercisable at March 31, 2026 813,480 $ 5.26

As of March 31, 2026, there was $ 3.1 million of total unrecognized compensation cost related to performance-based stock options.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

Significant Agreements

The Company’s significant agreements are disclosed in Note 9, License and Collaboration Agreements , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

The Company’s significant agreements are disclosed in Note 9, License and Collaboration Agreements , in the audited consolidated financial statements for the year ended December 31, 2025, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 3, 2026.

Since the date of those financial statements, there have been no changes to the Company’s significant agreements except those discussed below.

Bristol-Myers Squibb — Related Party

Supplemental information related to the Research Collaboration and License Agreement (the “BMS Collaboration Agreement”) with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), consisted of the following:

(in thousands) September 30,

Supplemental information related to the Research Collaboration and License Agreement, or the BMS Collaboration Agreement, with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company, or BMS, consisted of the following:

(in thousands) March 31,

2026 December 31,

Collaboration receivable — related party $ — $ —

Deferred revenue — related party $ 7,320 $ 7,824

Deferred revenue, net of current — related party $ 57,775 $ 58,127

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended

(in thousands) 2026 2025

Revenue recognized that was included in contract liability at the beginning of the period $ 856 $ 1,419

Revenue recognized from performance obligations fully or partially satisfied in previous periods $ — $ — $ 3 $ —

As of September 30, 2025, the aggregate amount of the transaction price allocated to performance obligations under the BMS Collaboration Agreement that are partially unsatisfied was $ 66.7 million.

As of March 31, 2026, the aggregate amount of the transaction price allocated to performance obligations under the BMS Collaboration Agreement that are partially unsatisfied was $ 65.1 million.

The Company recognizes the portion of the transaction price as the single performance obligation is satisfied, using an input method, in proportion to costs incurred to date as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation.

Cystic Fibrosis Foundation

In July 2025, the Company entered into an agreement with the Cystic Fibrosis Foundation (“CFF”), under which CFF has agreed to provide up to $ 24 million in additional funding to accelerate the development of Prime Editors designed to permanently correct cystic fibrosis-related lung disease.

The $ 24 million funding includes two equal tranches, subject to certain closing conditions and scientific milestones.

The first tranche included a $ 6 million cash funding (“Royalty Funding”), received in August 2025, and a $ 6 million equity investment in the Company, which was received as part of the August 2025 offering.

Any proceeds under the second tranche are payable subject to achieving specific milestones which have not been achieved to date.

The Company is obligated to return any of the Royalty Funding not used in development of the program covered by this agreement.

In return, the Company has agreed to pay to CFF royalties on future sales of any products covered under this agreement, to be determined based on the aggregate annual net sales of products and net amount of Royalty Funding received by the Company.

In addition, in the event of a sale, license or transfer to a third-party of rights in the technology developed under this agreement, or a change of control transaction, the Company will pay a percentage of the proceeds received to CFF, up to 2.5 x the net Royalty Funding received.

CFF’s additional investment builds on initial funding received under the Company’s therapeutic development agreement with CFF in January 2024.

Due to the Company’s obligation to repay the Royalty Funding in the event of a change in control regardless of the outcome of the research and development associated with the payment, the Company determined that CFF’s $ 6 million Royalty Funding represented a liability.

This amount, along with the $ 12.0 million received under the CFF agreement entered into in 2024, is recorded as research funding liability on the condensed consolidated balance sheets.

Beam Collaboration Agreement — Related Party

The Company is currently engaged in arbitration proceedings with Beam Therapeutics, Inc.

(“Beam”) regarding the parties’ collaboration and license agreement (the “Agreement”).

A dispute arose between the parties following the Company’s March 18, 2025 announcement that it is developing a Prime Editing-based treatment for alpha-1 antitrypsin deficiency (“AATD”).

On April 16, 2025, Beam filed an arbitration demand with the American Arbitration Association (“AAA”), alleging that the Company has breached the Agreement by developing a product for the treatment of AATD and by allegedly not complying with certain obligations to transfer technical information to Beam pursuant to the Agreement.

Beam also makes related claims for trade secret misappropriation and various business torts based on similar allegations, including allegations made on information and belief.

Beam seeks both declaratory, injunctive, and monetary relief, but has not yet quantified the amount of damages it seeks.

The Company is currently engaged in arbitration proceedings with Beam Therapeutics, Inc., or Beam, regarding the parties’ collaboration and license agreement, or the Agreement.

A dispute arose between the parties following the Company’s March 18, 2025 announcement that it is developing a Prime Editing-based treatment for alpha-1 antitrypsin deficiency, or AATD.

On April 16, 2025, Beam filed an arbitration demand with the American Arbitration Association, or AAA, alleging that the Company has breached the Agreement by developing a product for the treatment of AATD and by allegedly not complying with certain obligations to transfer technical information to Beam pursuant to the Agreement.

Beam also made related claims for trade secret misappropriation and various business torts based on similar allegations.

Beam seeks both declaratory, injunctive, and monetary relief.

On April 18, 2025, the Company filed an arbitration demand with the AAA seeking a declaration that the Company’s AATD program is within our “Field” as defined by the Agreement.

The arbitrations have been consolidated, and the consolidated proceeding remains in its early stages.

The arbitrations were consolidated and a hearing was conducted earlier this year.

The Company is currently waiting for the arbitrators’ decision and final resolution.

If the final resolution of the matter is adverse to the Company, the arbitration panel may provide Beam with relief including, among other things, monetary damages and/or an order that the Company cease work on its AATD program and transfer such program to Beam.

Amendment No.

4 and Amendment No.

5 to The Broad Institute License Agreement

In September 2025, the Company entered into a Fourth Amendment to License Agreement (the “Fourth Amendment”) and Fifth Amendment to License Agreement (the “Fifth Amendment” and, together with the Fourth Amendment, the “Amendments”) with The Broad Institute, Inc.

(“Broad”), which amended the license agreement by and between the Company and Broad, dated as of September 26, 2019, as previously amended on May 5, 2020, February 18, 2021, and December 22, 2022, and as further amended by the letter agreement dated September 27, 2024 (as amended, the “Broad-Prime License Agreement”), to, among other things, modify certain licensed patent applications listed therein.

Except as expressly stated in the Amendments, all other terms and provisions of the Broad-Prime License Agreement shall remain in full force and effect.

Side Letter No.

2 to The Broad Institute License Agreement

In connection with the Amendments, the Company also entered into a second letter agreement (the “Second Letter Agreement”) with Broad in September 2025, which amends the Broad-Prime License Agreement.

The Second Letter Agreement, among other things, modifies certain development milestones and related payment obligations under the BMS Collaboration Agreement.

Except as expressly stated in the Second Letter Agreement, all other terms and provisions of the Broad-Prime License Agreement shall remain in full force and effect.

Net Loss per Share

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2026 2025

3 unchanged sentences

Diluted net loss per share available to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period.

For purposes of this calculation, preferred stock, unvested restricted stock awards and stock options to purchase common stock were considered common stock equivalents but had been excluded from the calculation of diluted net loss per share available to common stockholders as their effect was anti-dilutive.

For purposes of this calculation, outstanding time-based stock options to purchase common stock, vested performance-based stock options to purchase common stock, and unvested performance-based restricted stock awards were considered common stock equivalents but had been excluded from the calculation of diluted net loss per share available to common stockholders as their effect was anti-dilutive.

In periods in which the Company reports a net loss available to common stockholders, diluted net loss per share available to common stockholders is the same as basic net loss per share available to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

As of September 30,

As of March 31,

Anti-dilutive common stock equivalents:

Options to purchase common stock 21,692,869 15,919,190

Unvested restricted common stock awards 3,472,546 3,565,262

Unvested performance-based restricted common stock awards 3,472,546 3,472,543

Total anti-dilutive common stock equivalents:

1 unchanged sentence

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions, or projections, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those discussed in these forward-looking statements.

1 unchanged sentence

Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

We are a biotechnology company committed to delivering a new class of differentiated one-time curative genetic therapies.

We are deploying Prime Editing technology, which we believe is a versatile, precise, and efficient gene editing technology.

We are focused on advancing our in vivo liver franchise, where we are advancing programs to cure two of the largest genetic liver diseases, Wilson’s Disease and Alpha-1 Antitrypsin Deficiency, or AATD.

Both programs are currently in late stages of pre-clinical development and are on track for IND and/or CTA filings in the first half of 2026 for Wilson’s Disease and the middle of 2026 for AATD.

We are a biotechnology company focused on developing a new class of genetic medicines designed to provide durable, and potentially curative, treatment options for patients with diseases driven by defined genetic alterations, acquired cellular dysfunction, or dysregulated gene expression.

We are advancing our in vivo programs to cure two of the largest genetic liver diseases, Wilson Disease and AATD.

Both programs are currently in late stages of pre-clinical development and are on track for IND and/or Clinical Trial Application filings in the first half of 2026 for Wilson Disease and the middle of 2026 for AATD.

We intend to leverage the modularity of our platform to expeditiously and efficiently develop these programs supported by our universal liver lipid nanoparticle along with potential regulatory, clinical and other synergies from our modular technology.

We also continue to advance our in vivo Cystic Fibrosis program with support from the Cystic Fibrosis Foundation, and our efforts to develop Prime Edited CAR-T products for hematology, immunology and oncology in partnership with Bristol-Myers Squibb Company.

We also continue to advance our i n vivo Cystic Fibrosis program with support from Cystic Fibrosis Foundation and our efforts to develop Prime Edited CAR-T products for hematology, immunology, and oncology in partnership with BMS.

In addition, we will continue to pursue additional business development opportunities to accelerate innovation, ensure the broadest application of Prime Editing, and further bolster our financial resources.

In August 2025, we announced additional data from the first patient dosed and initial data from the second patient dosed in our Phase 1/2 trial in chronic granulomatous disease, or CGD.

In the first patient dosed, a single dose of PM359, our candidate for the treatment of CGD, led to 58% dihydrorhodamine positivity by Day 15, 66% by Day 30 and 71% by Day 60, exceeding levels of dihydrohomadine positivity believed to be potentially curative.

In the second patient dosed in the trial, a single dose of PM359 led to a 70% dihydrorhodamine positivity by day 15 and 80% by day 30.

In both patients, we also observed successful manufacturing from a single mobilization, no serious adverse events related to PM359 and rapid neutrophil and platelet engraftment when compared to other commercially available autologous genetic therapy benchmarks.

Based on the data from the two patients, we continue to believe PM359 has the potential to transform the care of p47phox CGD.

We are planning to have regulatory interactions based on the current data set.

In August 2025, we announced additional data from the first patient dosed and initial data from the second patient dosed in our Phase 1/2 trial in CGD.

We continue to engage in regulatory dialogue with the FDA toward a potential Biologics License Application filing for PM359.

Components of Our Results of Operations

7 unchanged sentences

These expenses include:

• personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation for employees engaged in manufacturing, research and development functions;

• personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation for employees engaged in manufacturing, and research and development functions;

• expenses incurred in connection with continuing our current research programs and preclinical and clinical development of any product candidates we may identify, including under agreements with third parties, such as consultants and contractors;

22 unchanged sentences

Other Income (Expense)

Other income (expense), net primarily consists of interest and other income earned on our short-term investments and the change in the fair value of our short-term investment in Beam Therapeutics Inc.

(“Beam”), a related party, in connection with the Beam Collaboration Agreement, which is discussed in greater detail in Note 9, License and Collaboration Agreements , to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Other income (expense), net primarily consists of interest and amortization related to our short-term investments.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

Comparison of the Three Months Ended March 31, 2026 and 2025

Operating Expenses

1 unchanged sentence

Three Months Ended

September 30,

(in thousands) 2026 2025 Change

Research and development expenses:

Facility related $ 11,353 $ 7,735 $ 3,618

Personnel expenses $ 11,053 $ 14,800 $ (3,747)

License, intellectual property fees, and other 9,470 5,447 4,023

Facility related 10,266 10,969 (703)

Research costs 7,260 11,036 (3,776)

Clinical expenses 2,366 1,173 1,193

Professional and consultant fees 1,910 1,159 751

Clinical expense 1,170 723 447

License, intellectual property fees, and other 1,250 1,425 (175)

Total research and development expenses $ 34,105 $ 40,562 $ (6,457)

The $3.7 million increase in research and development expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was primarily driven by:

• $4.0 million increase in license and IP costs, primarily due to the issuance of restricted stock units;

• $3.6 million increase in facility-related expense primarily due to the expansion and build out of our laboratory space at 60 First Street and 500 Arsenal Street.

These were offset by:

• $4.0 million decrease in personnel expenses resulting from the workforce reduction announced in May 2025;

• $1.3 million decrease in research and development costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise.

The $6.5 million decrease in research and development expenses for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily driven by:

• $3.8 million decrease in research costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise;

• $3.7 million decrease in personnel expenses, driven primarily by fewer R&D personnel resulting from the workforce reduction announced in May 2025.

These were offset by a $1.2 million increase in clinical expenses as we advance our Wilson Disease and AATD programs.

General and Administrative Expenses

Three Months Ended

September 30,

(in thousands) 2026 2025 Change

4 unchanged sentences

Total general and administrative expenses $ 17,405 $ 13,284 $ 4,121

The $2.9 million decrease in general and administrative expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by a $3.1 million decrease in personnel expenses resulting from the workforce reduction announced in May 2025, including a decrease of $1.9 million in stock-based compensation expense.

The $4.1 million increase in general and administrative expenses for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily driven by a $5.7 million increase in professional and consultant fees, a majority of which are arbitration-related legal expenses.

This was offset by a $1.6 million decrease in personnel expenses driven primarily by fewer G&A personnel resulting from the workforce reduction announced in May 2025.

Other Income (Expense)

Three Months Ended

September 30,

(in thousands) 2026 2025 Change

Other income:

Change in fair value of short-term investment — related party $ 1,454 $ 215 $ 1,239

Interest income $ 1,021 $ 1,182 $ (161)

Accretion (amortization) of investments 460 339 121

Other income, net 44 (83) 127

Total other income, net $ 3,391 $ 1,714 $ 1,677

Change in Fair Value of Related Party Short-Term Investment

The change in fair value of related party short-term investment for each of the periods presented is a result of Beam’s stock price movement.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Operating Expenses

Research and Development Expenses

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

Research and development expenses:

Personnel expenses $ 40,146 $ 46,140 $ (5,994)

Facility related 36,087 26,371 9,716

Research costs 27,531 32,723 (5,192)

License, intellectual property fees, and other 13,707 8,372 5,335

Professional and consultant fees 5,539 4,659 880

Clinical expense 2,917 2,920 (3)

Total research and development expenses $ 125,927 $ 121,185 $ 4,742

The $4.7 million increase in research and development expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily driven by:

• $9.7 million increase in facility-related expense primarily due to the expansion and build out of our laboratory space at 60 First Street and 500 Arsenal Street;

• $5.3 million increase in license and IP costs as we advance our in vivo liver franchise and pipeline.

These were offset by:

• $6.0 million decrease in personnel expenses, driven primarily by fewer R&D personnel resulting from the workforce reduction announced in May 2025;

• $5.2 million decrease in research costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise.

General and Administrative Expenses

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

General and administrative expenses:

Personnel expenses $ 18,608 $ 20,273 $ (1,665)

Professional and consultant fees 12,269 10,129 2,140

Facility related and other 6,732 7,458 (726)

Total general and administrative expenses $ 37,609 $ 37,860 $ (251)

The $0.3 million decrease in general and administrative expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily driven by $1.7 million decrease in personnel expenses driven primarily by a decrease of $2.3 million in stock-based compensation expense, offset by one-time severance payments and other employee termination-related expenses in connection with the May 2025 reduction in force.

This is further offset by a $2.1 million increase in professional and consultant fees due an increase in corporate legal expenses.

Other Income (Expense)

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

Other income:

Interest income $ 3,066 $ 1,984 $ 1,082

Accretion (amortization) of investments 1,621 3,201 (1,580)

Change in fair value of short-term investment — related party — (1,056) 1,056

1 unchanged sentence

Total other income, net $ 1,532 $ 502 $ 1,030

Interest income

Increase in interest income is a result of an increase in interest bearing marketable securities purchased from funds raised in our August 2025 offering.

Accretion (amortization) of investments

Accretion (amortization) of investments for each of the periods presented is a result of increase (decrease) in the value of the our marketable securities purchased at a discount (premium) to their face value.

Change in Fair Value of Short-Term Investment — Related Party

The change in fair value of related party short-term investment for the three months ended March 31, 2025 was the result of Beam’s stock price movement.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses.

We expect to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical development of our current research programs, commence the clinical development of any product candidates we may identify, and continue our

platform development and early-stage research activities.

We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all.

To date, we have funded our operations primarily with proceeds from sales of preferred stock and from our public offerings and through payments from our collaboration partners.

As of September 30, 2025, we had cash, cash equivalents, and investments of $213.3 million, excluding our restricted cash, or $227.0 million, including restricted cash.

In November 2023, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may, from time to time, issue and sell shares of our common stock having aggregate sales proceeds of up to $300.0 million, in a series of one or more at-the-market equity offerings (the “ATM Program”).

Effective July 30, 2025, we terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the shelf registration statement on Form S-3 (File No.

333-275321) and related to the shares of our common stock issuable pursuant to the Sales Agreement (the “Prior Registration Statement”).

As a result, we will not make any sales of our common stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed.

Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

As of the date of this Quarterly Report on Form 10-Q, we have not sold any shares of common stock under the ATM program.

Concurrently with the filing of this Quarterly Report on Form 10-Q, we plan to file a new registration statement on Form S-3ASR, including a sales agreement prospectus with respect to the ATM Program, to replace the Prior Registration Statement, which will expire on November 13, 2026, in accordance with applicable SEC regulations.

Pursuant to Rule 415(a)(6) under the Securities Act, the offering of securities under the Prior Registration Statement will be deemed terminated as of the effectiveness of the new registration statement.

In August 2025, we issued and sold 43,700,000 shares of our common stock, including 5,700,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $3.30 per share.

As a result of the offering, we received approximately $138.4 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of approximately $5.8 million.

As of March 31, 2026, we had cash, cash equivalents, and investments of $135.5 million, excluding our restricted cash, or $149.2 million, including restricted cash.

In March 2026, we converted our automatic shelf registration statement on Form S-3ASR (File No.

333-291348), originally filed with the SEC on November 7, 2025, to a non-automatic shelf registration statement on Form S-3, or the Registration Statement, by post-effective amendments, for the issuance and sale of up to $500.0 million of our common stock, preferred stock, debt securities, warrants and/or units or any combination thereof.

The Registration Statement was declared effective by the SEC on March 4, 2026.

In November 2023, we entered into the Sales Agreement with Jefferies under which we may, from time to time, issue and sell shares of our common stock having an aggregate sales proceeds of up to $300.0 million, in a series of one or more at-the-market equity offerings as part of our 2023 ATM Program.

Any shares will be sold pursuant to the Registration Statement and the sales agreement prospectus filed therewith, which covers the offer and sale of shares of our common stock under the 2023 ATM Program having an aggregate offering price of up to $200.0 million of the $300.0 million authorized under the Sales Agreement.

If we wish to offer and sell additional shares of our common stock under the Sales Agreement in excess of the $200.0 million registered under the Registration Statement, for up to an additional $100.0 million, we must file with the SEC one or more additional prospectus supplements to register under the Securities Act, the offer and sale of any such additional shares of our common stock we wish to offer and sell from time to time under the Sales Agreement.

Jefferies is not required to sell any specific share amounts but acts as our sales agent, using commercially reasonable efforts consistent with its normal trading and sales practices.

We will pay Jefferies a commission equal to 3.0% of the aggregate gross proceeds we receive from each sale of our shares of common stock.

Our common stock will be sold at prevailing market prices at the time of the sale, and as a result, prices may vary.

As of March 31, 2026, we have not sold any shares of common stock under the 2023 ATM Program.

Going Concern

Since our inception, we have incurred substantial losses.

As of March 31, 2026, we had an accumulated deficit of $937.5 million and we expect to generate operating losses and negative operating cash flows for the foreseeable

As stated above, as of March 31, 2026, we maintained cash, cash equivalents, and short-term investments of $135.5 million.

In accordance with ASC 205-40, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date on which this Quarterly Report on Form 10-Q is filed.

Based on the our cash, cash equivalents, and short-term investments as of March 31, 2026, our current and forecasted level of operations and forecasted cash flows, our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Management plans to provide for capital requirements through financing or other transactions, and selling shares under our “at the market offering” program.

There can be no assurance that we will be able to raise additional capital to fund operations with terms acceptable to us, or at all.

Because certain elements of our plans to mitigate the conditions that raised substantial doubt about our ability to continue as a going concern are outside of our control, including the ability to raise capital through an equity or other financing, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the evaluation of mitigating factors.

As a result, we concluded that substantial doubt exists about our ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued.

The condensed consolidated financial statements as of March 31, 2026 have been prepared under the assumption that we will continue as a going concern for the next 12 months and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

Our ability to continue as a going concern is dependent upon our uncertain ability to obtain additional capital, reduce expenditures and/or execute on its business plan.

These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following table summarizes our sources and uses of cash for each of the periods presented:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

1 unchanged sentence

Net cash used in operating activities $ (42,710) $ (48,857)

Net cash (used in) provided by investing activities (137,093) 20,204

Net cash provided by (used in) investing activities 43,391 (47,742)

Net cash provided by financing activities 393 6,000

1 unchanged sentence

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2025 was driven primarily by the following uses of cash:

Net cash used in operating activities for the three months ended March 31, 2026 was driven primarily by the following uses of cash:

• $49.1 million net loss;

• $3.7 million change in lease liabilities

• $3.6 million change in deferred revenue — related party;

• $4.5 million change in accrued expenses and other current liabilities;

• $1.9 million change in lease liabilities.

These were offset by:

• $36.3 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, restricted stock issuance expense, non-cash lease expense, depreciation expense, and change in fair value of short-term investment — related party;

• $1.9 million change in prepaid and other current assets;

• $8.9 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, non-cash lease expense, and depreciation expense;

• $3.6 million change in accounts payable;

Net cash used in operating activities for the nine months ended September 30, 2024 was driven primarily by the following uses of cash:

• $1.2 million change in prepaid expenses and other current assets.

Net cash used in operating activities for the three months ended March 31, 2025 was driven primarily by the following uses of cash:

• $51.9 million net loss;

• $55.0 million change in collaboration receivable — related party;

• $13.5 million change in accrued settlement payment — related party;

• $9.5 million change in prepaid and other current assets;

• $7.7 million change in accounts payable;

• $6.0 million change in lease liabilities.

• $6.7 million change in accrued expenses and other current liabilities;

• $1.4 million change in deferred revenue from consideration received from BMS in September 2024.

These were offset by:

• $10.7 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, non-cash lease expense, depreciation and amortization expense, and change in fair value of short-term investment — related party;

• $71.9 million change in deferred revenue from consideration received from BMS in September 2024;

• $2.0 million change in accrued expenses and other current liabilities.

• $1.9 million change in accounts payable.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 was driven primarily by the following:

Net cash provided by investing activities for the three months ended March 31, 2026 was driven primarily by $43.6 million of maturities of marketable securities, net of purchases.

Net cash used in investing activities for the three months ended March 31, 2025 was driven primarily by the following:

• $45.3 million of purchases of marketable securities, net of maturities;

• $2.4 million of purchases of property and equipment.

Net cash provided by investing activities for the nine months ended September 30, 2024 was driven primarily by $25.0 million of maturities of marketable securities, net of purchases, offset by $5.5 million of purchases of property and equipment.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was driven primarily by the following:

• $138.4 million of net proceeds from issuances of common stock in our August 2025 public offering;

• $12.0 million of proceeds received under our agreement with Cystic Fibrosis Foundation.

Net cash provided by financing activities for the nine months ended September 30, 2024 was driven primarily by the following:

• $132.1 million of net proceeds from issuances of common stock in our February 2024 public offering;

• $38.1 million of proceeds from issuance of common stock to BMS in September 2024;

• $18.8 million of proceeds from issuance of pre-funded warrants contemporaneous with our February 2024 public offering;

• $6.0 million of proceeds received under our agreement with Cystic Fibrosis Foundation.

Net cash provided by financing activities for the three months ended March 31, 2025 was driven by $6.0 million of proceeds received under our agreement with Cystic Fibrosis Foundation.

Funding Requirements

1 unchanged sentence

We do not expect to generate revenue from product sales unless and until we successfully complete preclinical and clinical development of, receive regulatory approval for, and commercialize a product candidate and we do not know when, or if at all, that will occur.

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the preclinical activities and studies and initiate clinical trials.

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and studies and initiate clinical trials.

In addition, if we obtain regulatory approval for any product candidates, we expect to incur significant expenses related to product sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators.

15 unchanged sentences

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, additional collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest may be materially diluted, and the terms

of such securities could include liquidation or other preferences that adversely affect your rights as a common stockholder.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect your rights as a common stockholder.

Debt and equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends.

4 unchanged sentences

These contracts generally provide for termination on notice, and therefore are cancellable contracts and not included in the table of contractual obligations and commitments.

During the nine months ended September 30, 2025, except for the minimum lease commitments disclosed in Note 6, Leases , to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, there were no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

During the three months ended March 31, 2026, except for the minimum lease commitments disclosed in Note 6, Leases , to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, there were no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025.

Critical Accounting Policies and Significant Judgments and Estimates

1 unchanged sentence

The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses incurred during the reporting periods.

We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities recorded revenues and expenses that are not readily apparent from other sources.

judgments about the carrying values of assets and liabilities recorded revenues and expenses that are not readily apparent from other sources.

We evaluate our estimates and assumptions on an ongoing basis.

Actual results may differ from these estimates.

During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and significant judgments described under Management’s Discussion and Analysis of Critical Accounting Policies and Significant Judgments and Estimates which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

During the three months ended March 31, 2026, there were no material changes to our critical accounting policies and significant judgments described under Management’s Discussion and Analysis of Critical Accounting Policies and Significant Judgments and Estimates which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued and Adopted Accounting Pronouncements

2 unchanged sentences

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to

“opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

As a result of this election, our condensed consolidated financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates.

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements