What changed in this filing

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Item 7. Management’s Discussion and Analysis

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You should review the disclosure under the heading "Risk Factors" in our Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Recursion is a leading clinical stage TechBio company with a mission to decode biology to radically improve lives.

We aim to achieve our mission by industrializing drug discovery using the Recursion Operating System (OS), a vertical platform of diverse technologies that enables us to map and navigate trillions of biological, chemical, and patient-centric relationships utilizing approximately 65 petabytes of proprietary data.

The Recursion OS integrates ‘Real World’ data generated in our own wet-laboratories or by select partners and a ‘World Model’ which is a collection of AI computational models we also build in-house.

Today, our scaled ‘wet-lab’ biology, chemistry, and patient-centric experimental data feed our ‘dry-lab’ computational tools to identify, validate, and translate therapeutic insights, which we can then validate in our wet-lab to both advance drug discovery programs and to generate data to further refine our world model.

There are a few key factors that differentiate Recursion from other technology-enabled drug discovery companies.

Recursion has built a full-stack platform utilizing many biology, chemistry, and patient-centric proprietary datasets and modular tools to industrialize drug discovery, while most other competitor companies rely on a point solution to solve one important step in drug discovery.

We recognize that drug discovery is made up of many steps, and a point solution is insufficient to generate efficiencies across the entire process.

To decode biology, we must construct a full-stack technology platform capable of integrating and industrializing many complex workflows.

Recursion integrates wet-lab and dry-lab capabilities in-house to create a virtuous cycle of iteration.

Fit-for-purpose wet-lab experimental data are translated by dry-lab digital tools into in silico hypotheses and testable predictions, which in turn generates more wet-lab data from which improved predictions can be made.

Recursion is well positioned compared to companies of a similar stage either focused more specifically on the wet-lab only (traditional biotech or pharma companies) or dry-lab only (companies facing rapidly commoditized algorithms and a challenge differentiating on non-proprietary data).

Recursion has achieved a significant scale with respect to its scientific, technological, and business endeavors.

With eight clinical-stage programs, an exciting preclinical pipeline, four of the largest discovery partnerships in the biopharma industry with Roche-Genentech, Sanofi, Bayer and Merck KGaA, and four technology-focused partnerships, Recursion has achieved a scale, level of integration, and stage that few other TechBio companies have.

We leverage the Recursion OS to deliver value in three ways:

1) our own pipeline of clinical and preclinical potential medicines focused in precision oncology, rare disease and other niche areas of unmet need;

2) by discovering new medicines with large biopharmaceutical companies in some of the biggest areas of unmet need in medicine like neuroscience and inflammation;

and 3) by leveraging our tools, technology and data for the benefit of other partners in targeted and limited ways.

We are actively advancing key catalysts in our clinical pipeline while demonstrating significant progress in addressing high unmet medical needs.

At the same time, we continue to validate various components of the Recursion OS, which has played a role in advancing every program in our portfolio, reinforcing its potential to accelerate drug discovery and development.

2024 Highlights and Progress

In 2024, we accelerated the next wave of AI-driven drug discovery and development, delivering key milestones across multiple clinical programs, advancing our transformative partnerships, unveiling major breakthroughs in foundation models and by consolidating some of the best tools, technologies and talent into what we believe is the leading company in the burgeoning field of TechBio.

Advancements in the Pipeline:

A potential best-in-class CDK7 inhibitor optimized using our AI platform, delivered early Phase 1/2 results demonstrating promising safety and preliminary efficacy, including a durable partial response in a late-stage metastatic ovarian cancer patient and stable disease across four other patients with solid tumors (e.g.

A potential first-in-disease oral superoxide scavenger for symptomatic CCM, confirmed safety and tolerability of chronic dosing in a Phase 2 study, with exploratory analyses suggesting lesion volume reduction on MRI and symptom stabilization as evaluated by change in mRS scores

• Clinical Advancements and Regulatory Milestones:

Initiated three clinical studies:

DAHLIA (Phase 1/2, REC-1245 for solid tumors and lymphoma), TUPELO (Phase 1b/2, REC-4881 for FAP), and ALDER (Phase 2, REC-3964 for recurrent C.

difficile infection), received IND clearance for REC-4539 (small cell lung cancer), CTA approval for REC-3565 (b-cell malignancies), and progressed REC-4209 (idiopathic pulmonary fibrosis) to IND-enabling studies

Advancements in Partnerships:

R ecursion is a clinical-stage TechBio company with a mission to decode biology to radically improve lives.

We have advanced a portfolio of differentiated internal programs and strategic partnerships that leverage our integrated drug discovery and development platform, the Recursion Operating System (OS).

This platform provides end-to-end, AI-native capabilities that span from novel biological ideas through the clinic, integrating multimodal biological data generation, AI-powered small molecule synthesis, and AI-enabled clinical development.

All of our technologies are designed to translate complex science into medicines that matter — faster, better, and at scale — for patients who are waiting.

Summary of Business Highlights:

Driving a diversified pipeline powered by the end-to-end AI-native Recursion OS - wholly-owned and partnered programs

2025 Wholly Owned Pipeline Achievements:

Advancing programs with strong therapeutic rationale, powered by the Recursion OS

• REC-4881 (MEK1/2):

Provided the first clinical validation of the Recursion OS from a novel phenotypic insight, with positive preliminary efficacy results from the ongoing Phase 2 portion of the TUPELO study in FAP, a disease with no approved pharmacotherapies

◦ REC-4881 (4 mg QD) achieved rapid clinical activity, with 75% of evaluable patients showing reductions in total polyp burden and a 43% median reduction after 12 weeks of treatment (n=12).

◦ After 12 weeks off therapy (week 25 of the study), 82% of evaluable patients (9 of 11) maintained a durable reduction in total polyp burden, with a 53% median reduction observed from baseline.

◦ REC-4881 (4 mg QD) has a safety profile consistent with MEK1/2 inhibition, with the majority of treatment-related adverse events being Grade 1 or 2, Grade 3 events occurring in 15.8% of the safety-evaluable patients, and no Grade ≥4 TRAEs reported to date.

The most frequent TRAEs (at ≥10%) included dermatitis acneiform / rash and blood CPK increase.

• REC-617 (CDK7):

A potential best-in-class CDK7 inhibitor optimized for improved therapeutic index using our AI-driven precision design platform and identified as lead candidate in under 11 months with 136 novel compounds synthesized, delivered further Phase 1/2 results in November 2025, demonstrating promising safety and preliminary efficacy signals.

The program is currently advancing in ongoing Phase 1 combination studies in 2L+ platinum-resistant ovarian cancer (PROC) alongside Phase 2 monotherapy expansion.

• REC-7735 (PI3Kα H1047R):

Recursion announced new preclinical efficacy data on REC-7735, a potential best-in-class PI3K⍺ H1047R inhibitor, precision designed with 242 compounds synthesized from first novel hit to REC-7735 in 10 months using the Recursion OS platform.

Current pan-PI3K⍺ inhibitors lack selectivity over the wild-type protein, resulting in metabolic liabilities, including hyperglycemia, that often necessitate dose reductions in a significant portion of non diabetic patients and the exclusion entirely of diabetic patients from treatment.

REC-7735 demonstrates >100-fold selectivity for the H1074R mutation over WT PI3K⍺ suggesting potential improved tolerability and is currently in IND-enabling studies.

Expected upcoming milestones across Recursion’s wholly-owned pipeline:

• REC-1245 (RBM39):

Early Phase 1 safety and PK monotherapy data expected in 1H26

• REC-4881 (MEK1/2):

◦ Initiate FDA engagement in 1H26 to align on a potential registration pathway for REC-4881, alongside ongoing dosing optimization and expansion of TUPELO to include patients aged 18+ to support a broader development strategy.

◦ Additional Phase 1b/2 clinical data expected in 1H27

• REC-7735 (PI3Kα H1047R) and REC-102 (ENPP1):

IND-enabling studies ongoing;

data-driven go/no-go decision on Phase 1 initiation expected in 2H26

• REC-617 (CDK7):

Early Phase 1 safety and PK combination data expected in 1H27

• REC-3565 (MALT1):

Early Phase 1 safety and PK monotherapy data expected in 1H27

• REC-4539 (LSD1):

Early Phase 1 safety and PK monotherapy data expected in 2H27

Advancing Partnered Discovery, with Over $500 Million in Milestone Payments Achieved to Date:

◦ Advancing programs for complex targets:

Recursion is using its platform to discover, design, and advance a joint portfolio of 5+ AI-driven novel small molecule programs across immunology and oncology.

Recursion continues to design against challenging and diverse protein targets.

◦ The collaboration has the potential for up to 15 AI-designed small molecule programs.

◦ Milestone payments:

Recursion has now received $134 million in upfront and progress-based milestones from this partnership to date.

• In the next 12-18 months, there is potential for additional near-term milestones as the first programs advance towards development candidates and earlier-stage programs progress.

◦ Fifth progress-based milestone:

In February 2026, Recursion achieved its fifth milestone across the collaboration, generating a $4M payment from Sanofi.

This 5th milestone reflects a first-in-class Sanofi-partnered oncology program against a historically difficult and novel biological space.

▪ Recursion's AI-driven design coupled with Recursion’s physics-based capabilities has produced selective, orally active lead series.

• Roche and Genentech:

Generated whole-genome and chemical perturbation maps in a gastrointestinal oncology indication and a whole genome neuroscience phenomap.

The neuro phenomap resulted in the exercise of a $30M milestone

Achieved $15M in milestones, advancing multiple targets in immunology and oncology into lead optimization

Completed 25 multimodal oncology data packages and delivery of LOWE, our LLM-orchestrated workflow software, to enhance research capabilities

• Merck KGaA (Darmstadt, Germany):

Advanced alliance to identify first-in-class or best-in-class targets across oncology and immunology

Advancements in Platform:

◦ Neuron Map:

In partnership with Roche and Genentech, Recursion built the first whole-genome CRISPR knockout map generated from a subset of 1 trillion internally manufactured iPSC-derived neuronal cells ($30 million milestone payment, accepted in 2024).

This proprietary dataset is being used in partnership with Roche and Genentech to identify potential new targets in neuroscience, a field which has historically suffered from limited new discoveries.

◦ Microglia Map:

Recursion built and Roche and Genentech accepted a second neuroscience Phenomap, a first-of-its-kind whole-genome CRISPR knockout map generated from over 100 billion internally manufactured iPSC-derived microglial cells ($30 million milestone payment, accepted in 2025).

With approximately 46 million images, the scale and quality of this proprietary map enables us, in partnership with Roche and Genentech, to leverage the power of AI to explore novel targets and pathways.

◦ Gastrointestinal-Oncology Advancements:

We have built four proprietary Phenomaps which are being leveraged under the collaboration to identify novel insights that can be used to initiate programs for a gastrointestinal-oncology indication including continuing to advance one program optioned by Roche and Genentech.

◦ Milestones and Collaboration:

In total, Recursion has received $213 million in upfront and milestone payments from the collaboration.

Roche and Genentech have accepted 6 Phenomaps and initiated one small molecule program based on Phenomap insights to date.

The companies have also identified a number of biological insights from Phenomaps that are now being validated or advanced as potential novel targets.

Meaningful Potential Upcoming Milestones Across Partnered Discovery:

• Sanofi programs continue advancing towards potential lead series and development candidate designation milestones in the next 12-18 months.

• The Company expects to translate biological insights from maps delivered to Roche and Genentech to early stage programs across 2026 and beyond.

2025 Recursion OS Advances:

Driving Platform Innovations, Grounded in Impact

Full stack AI-powered platform:

Our constantly evolving Recursion OS spans target discovery through clinical development, enabling efficient molecule design and testing for both first-in-class and best-in-class opportunities

• Breakthroughs in Foundation Models:

We’ve developed both unimodal and multimodal AI models like Phenom, MolPhenix, and MolGPS that accelerate our ability to make high-confidence predictions in our therapeutics programs

• Advancement in Causal AI Models:

Through collaborations with Tempus and Helix, we integrate real-world, scaled patient datasets with our proprietary internal data to deepen biological insights and better match our therapeutic candidates with target populations

• Emerging Focus on ClinTech:

We are using AI and machine learning to optimize clinical trial design, accelerate patient enrollment, and enhance evidence generation through data-driven methodologies

The Recursion Operating System (OS) is continuing to drive program development by integrating AI across multimodal biology, precision design, and next-generation clinical development—enabling faster, more efficient, and more innovative drug discovery and development from biology to insight, insight to molecule, and molecule to patient.

• Biology to Insight:

Initiating programs with deep biological grounding

◦ Unmatched multimodal scale:

At-scale cellular imaging, integrated with proprietary and partner omics datasets, has created one of the most comprehensive and relatable biological datasets in biopharma.

◦ From signal to selection:

This foundation enables systematic discovery of novel biology — over 100 novel insights triaged into 10 actionable and translatable targets.

• Insight to Molecule :

Designing differentiated molecules more efficiently

◦ Proven platform productivity and reproducibility:

To date, the platform has delivered >10 development candidates that address a wide variety of previously unsolved biology or chemistry problems.

◦ Advanced candidates have been delivered by synthesizing ~330 compounds per program in ~17 months, compared to industry averages of over 2,500 compounds and 42 months, respectively.

◦ Leverages an AI-native engine for the industrialized generation of over 100 million molecules annually through synthetically aware design, generating novel and patentable compounds.

• Molecule to Patient:

Advancing medicines into the clinic with improved patient relevance.

◦ Integrated high-quality, linked patient datasets to strengthen programs, bolster preclinical and early clinical data to select patients and optimize recruitment:

Contextualized the single-arm efficacy of REC-4881 in the TUPELO study through real-world evidence analytics and AI-enabled data extraction, to build a comprehensive view of the lived, progressive-disease FAP patient experience, to directly inform clinical development strategy.

◦ Rapid, data-driven optimization of clinical trial operations:

Deployed global clinical trial site intelligence database, covering a wide swath of historical clinical trials, to reduce trial country and site selection from months to hours.

Financing and Operations

We were incorporated in November 2013.

In April 2021 , we closed our Initial Public Offering (IPO) and issued 27.9 million shares of Class A common stock at a price of $18.00 per share, raising net proceeds of $462.4 million .

Prior to our IPO, we had raised $448.9 million in equity financing from investors in addition to $30.0 million in an upfront payment from our collaboration with Bayer AG (Bayer).

In January 2022 , we received an upfront payment of $150.0 million from our collaboration with Roche.

See Note 9, “Collaborative Development Contracts” to the Consolidated Financial Statements for additional information on the collaboration with Roche.

In October 2022, we issued 15.3 million shares of our Class A common stock at a purchase price of $9.80 per share in the 2022 private placement to qualified institutional buyers and institutional accredited investors for net proceeds of $143.7 million, after deducting

fees and offering costs of $6.6 million.

Since 2023, our financing and operating activities include the following:

In July 2023, we issued an aggregate of 7.7 million shares of our Class A common stock at a purchase price of $6.49 per share in the 2023 Private Placement with NVIDIA Corporation for net proceeds of approximately $49.9 million.

In August 2023 , Recursion entered into an O pen Market Sales Agreement with Jefferies LLC to provide for the offering, issuance and sale of up to an aggregate amount of $300.0 million of its Class A common stock of which $132.8 million remain available for future sales.

The Company has sold approximately 9.9 million shares and received net proceeds of $84.0 million under the agreement.

In August 2023, Recursion entered into an Open Market Sales Agreement with Jefferies LLC to provide for the offering, issuance and sale of up to an aggregate amount of $300.0 million of its Class A Common stock.

The Company sold 26.8 million shares and received net proceeds of $199.1 million under the agreement.

In June 2024, we issued an aggregate of 35.4 million shares of our Class A Common stock at a purchase price of $6.50 per share and received net proceeds of $216.4 million, after deducting transaction costs of $13.6 million.

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In September 2024, we received a Phenomap acceptance fee of $30.0 million from our collaboration with Roche.

In February 2025, the Company terminated the Sales Agreement with Jefferies LLC and entered into a Sales Agreement with Citigroup Capital Markets Inc., to provide for the offering, issuance and sale of up to an aggregate amount of $500 million of its Class A common stock.

For year ended December 31, 2025, the Company sold 99.9 million shares and received net proceeds of $491.7 million under the agreement.

Pursuant to its terms, the Sales Agreement has completed and no amount

remained available for future sales as of December 31, 2025.

For the year ended December 31, 2025, we received multiple milestone payments related to our collaborative development contracts totaling $37.0 million.

We use the capital we have raised to fund operating and investing activities across platform research operations, drug discovery, clinical development, digital and other infrastructure, creation of our portfolio of intellectual property and administrative support.

We do not have any products approved for commercial sale and have not generated any revenues from product sales.

We had cash and cash equivalents of $594.3 million as of December 31, 2024.

Cash, cash equivalents and restricted cash totaled $753.9 million as of December 31, 2025.

Based on our current operating plan, we believe that our cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months.

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As of December 31, 2025, our accumulated deficit was $2.1 billion.

As of December 31, 2025, we did not have any unconditional outstanding commitments for additional funding.

We anticipate that we will need to raise additional financing in the future to fund our operations, including the potential commercialization of any approved product candidates.

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If we are unable to raise additional capital when desired, our business, results of operations and financial condition may be adversely affected.

We had a valuation allowance against all of our Canadian subsidiary deferred tax assets (DTAs) as of December 31, 2025, and December 31, 2024 of $26.9 million and $25.3 million respectively.

We intend to continue maintaining a full valuation allowance on the Canadian DTAs until there is sufficient evidence to support the reversal of all or some portion of these allowances.

However, given our current earnings and anticipated future earnings of our Canadian operations, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

Release of the valuation allowance would result in the recognition of certain DTAs and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

Results of Operations

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Loss from operations (648,132) (479,004) (350,060) (169,128) 35.3 % (128,944) 36.8 %

Other income, net 14,216 17,932 6,251 (3,716) (20.7) % 11,681 n/m

Other income, net 3,237 14,216 17,932 (10,979) (77.2) % (3,716) (20.7) %

Loss before income tax benefit (644,895) (464,788) (332,128) (180,107) 38.8 % (132,660) 39.9 %

Income tax benefit 1,127 4,062 — (2,935) (72.3) % 4,062 n/m

Income tax benefit 136 1,127 4,062 (991) (87.9) % (2,935) (72.3) %

Net loss $ (644,759) $ (463,661) $ (328,066) $ (181,098) 39.1 % $ (135,595) 41.3 %

n/m = Not meaningful

The following table summarizes our components of revenue:

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The timing of revenue recognition is not directly correlated to the timing of cash receipts.

For the year ended December 31, 2024, the increase in revenue compared to the prior year was due to revenue recognized from our strategic partnership with Roche.

W e recognized revenue related to the acceptance fee for the completion of a Phenomap for one of our neuroscience performance obligations.

Prior to September 2024, t he $30.0 million acceptance fee had been fully constrained.

For the year ended December 31, 2023 , the increase in revenue compared to the prior year was due to revenue recognized from our partnership with Roche, which had progressed from primarily cell type evaluation work to inference-based Phenomap building and additional cell type evaluation work.

For the year ended December 31, 2025, the increase in revenue compared to the prior year was due to revenue recognized from our partnership with Sanofi.

In 2024, the Sanofi contract was included in Recursion’s results beginning on November 20, 2024, the date of the Exscientia combination and therefore the year ended December 31, 2024 results only included revenue starting at that point compared to a full year of revenue for the year ended December 31, 2025.

See Note 9, “Collaborative Development Contracts” to the Consolidated Financial Statements for additional information.

The increase related to the Sanofi contract was partially offset by a decrease in revenue recognized from Roche, which was due to the timing of our mix of work on the performance obligations.

For the year ended December 31, 2024, the increase in revenue compared to the prior year was due to revenue recognized from our partnership with Roche.

We recognized revenue related to the acceptance fee for the completion of a Phenomap for one of our neuroscience performance obligations.

The consideration did not include the $30 million milestone until the map was accepted, which was during the third quarter of 2024.

Cost of Revenue

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These primarily include materials costs, service hours performed by our employees and depreciation of property and equipment.

For the year ended December 31, 2025, the increase in cost of revenue compared to the prior year was due to our Exscientia acquisition for which the cost of revenue is now included for the full year.

For the year ended December 31, 2024, the increase in cost of revenue compared to the prior year was due to our Exscientia acquisition for which our results now also include additional customers.

For the year ended December 31, 2023, the decrease in cost of revenue compared to the prior year was due to our partnership with Bayer, for which less brute-force work was required.

For the year ended December 31, 2022, the increase in cost of revenue compared to the prior year was due to our strategic partnerships.

Research and Development

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Clinical 81,102 62,916 57,564 18,186 28.9 % 5,352 9.3 %

Acquired IPR&D 22,840 — — 22,840 n/m — n/m

Stock based compensation 63,177 37,331 22,761 25,846 69.2 % 14,570 64.0 %

UK R&D tax credit (7,710) (1,769) — (5,941) >100% (1,769) n/m

Other 1,497 1,573 1,963 (76) (4.8) % (390) (19.9) %

Total research and development expenses $ 475,271 $ 314,421 $ 241,226 $ 160,850 51.2 % $ 73,195 30.3 %

n/m = Not meaningful

Research and development expenses account for a significant portion of our operating expenses.

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• other direct and allocated expenses incurred as a result of research and development activities, including those for facilities, depreciation, amortization and insurance.

• certain cash refundable research and development tax credits including the research and development expenditure credit (RDEC) in the United Kingdom

We recognize expenses associated with third-party contracted services as they are incurred.

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Significant components of research and development expense include the following allocated by development phase:

Platform, which refers primarily to expenses related to screening of product candidates through hit identification;

Platform, which refers primarily to expenses related to screening of product candidates through hit identification, this also includes expenses related to Tempus records purchased;

Discovery, which refers primarily to expenses related to hit identification through development of candidates;

and Clinical, which refers primarily to expenses related to development of candidates and beyond.

For the year ended December 31, 2024, the increase in research and development expenses compared to the prior year was driven by our platform and personnel costs as we continue to expand and upgrade our platform, including our chemical technology, machine learning and transcriptomics platform.

For the year ended December 31, 2023, the increase in research and development expenses compared to the prior year was primarily due to increased platform costs as we have expanded and upgraded our capabilities in platform including our chemical technology, machine learning and transcriptomics platform.

For the year ended December 31, 2025, the increase in research and development expenses compared to the prior year was driven by Tempus record purchases of $49.9 million, acquired IPR&D purchases of $22.8 million and the inclusion of Exscientia’s results of $102.4 million.

For the year ended December 31, 2024, the increase in research and development expenses compared to the prior year was driven by our platform and personnel costs as we continued to expand and upgrade our platform, including our chemical technology, machine learning and transcriptomics platform.

General and Administrative Expense

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2025 2024 2023 $

Total general and administrative expenses $ 178,184 $ 110,822 $ 81,599 $ 67,362 60.8 % $ 29,223 35.8 %

Total general and administrative expense $ 176,589 $ 178,184 $ 110,822 $ (1,595) (0.9) % $ 67,362 60.8 %

We expense general and administrative costs as incurred.

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General and administrative expenses also include facilities, depreciation, information technology, professional fees for auditing and tax, legal fees for corporate and patent matters and insurance costs.

For the year ended December 31, 2024, the increase in general and administrative expense compared to the prior year was primarily driven by increases in salaries and wages of $21.1 million, transaction costs of $20.5 million and the inclusion of Exscientia’s results of $11.3 million.

For the year ended December 31, 2025, the decrease in general and administrative expense compared to the prior year was not significant.

For the year ended December 31, 2024, the increase in general and administrative expense compared to the prior year was primarily driven by an increase in salaries and wages of $21.1 million, transaction costs of $20.5 million and the inclusion of Exscientia’s results of $11.3 million.

We also had increases in software and lease expense.

For the year ended December 31, 2023, the increase in general and administrative expense compared to the prior year was primarily driven by an increase in salaries and wages of $12.4 million and increases in legal, software and depreciation expense.

Other Income, Net

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n/m = Not meaningful

For the year ended December 31, 2024, the decrease in interest income compared to the prior year related to a decrease in earnings on cash and cash equivalents in money market funds.

For the year ended December 31, 2023, the increase in other income compared to the prior year was driven by an increase in interest income related to earnings on cash and cash equivalents in money market funds .

For the year ended December 31, 2025, the decrease in other income, net compared to the prior year related to our loss on disposal of Exscientia GmbH of $4.5 million and our Vienna lease termination fee of $5.2 million.

decrease was partially offset by an increase in interest income driven by our increase in earnings on cash and cash equivalents.

For the year ended December 31, 2024, the decrease in other income, net compared to the prior year was related to a decrease in earnings on cash and cash equivalents in money market funds.

Liquidity and Capital Resources

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We have not yet commercialized any products and do not expect to generate revenue from the sales of any product candidates for at least several years.

Cash and cash equivalents totaled $594.3 million and $391.6 million as of December 31, 2024 and 2023, respectively.

Cash, cash equivalents and restricted cash totaled $753.9 million and $603.0 million as of December 31, 2025 and 2024, respectively.

We have incurred operating losses and experienced negative operating cash flows and we anticipate that the Company will continue to incur losses for at least the foreseeable future.

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As of December 31, 2025, we had an accumulated deficit of $2.1 billion.

We have financed our operations through the private placements of preferred stock and Class A common stock issuances.

As of December 31, 2024, we have received net proceeds of $448.9 million from the sale of preferred

stock and $1.0 billion from Class A common stock issuances.

Since 2023, we have financed our operations primarily through Class A common stock issuances.

As of December 31, 2025, we have received net proceeds of $957.1 million from Class A common stock issuances.

See Note 8, “Common Stock” to the Consolidated Financial Statements for additional details on Class A common stock issuances.

Additionally, as of December 31, 2024, we have received proceeds of $217.0 million from our strategic partnerships.

See Note 9, “Collaborative Development Contracts” to the Consolidated Financial Statements for additional details on our partnerships.

We noted the change in Exscientia plc’s (Exscientia) cash, cash equivalents and short term bank deposits from December 31, 2023 to November 20, 2024, the date of the close of the acquisition, was $184 million.

There were no material financings during this period.

(in thousands) November 20, 2024 December 31, 2023 Change

Cash and cash equivalents $ 277,104 £ 259,463

Short term bank deposits — 103,586

Total - GBP N/A £ 363,049

GBP to USD rate N/A 1.27

Total - USD $ 277,104 $ 461,072 $ (183,968)

The December 31, 2023 amounts from the above table are from Exscientia’s 20-F Annual Filing.

We noted that Exscientia reported their results using International Financial Reporting Standards (IFRS) but that there are no IFRS to U.S.

GAAP differences that would impact the measurement of Exscientia’s December 31, 2023 cash and cash equivalents and short term bank deposits amounts.

We believe this information is useful to investors as it helps provide additional information on Exscientia’s liquidity prior and up-to the acquisition.

We believe that it may provide a more complete understanding of the Company’s liquidity and can facilitate analysis of the Company’s results.

Additionally, since 2023, we have also received proceeds of $74.0 million from our strategic partnerships.

See Note 9, “Collaborative Development Contracts” to the Consolidated Financial Statements for additional details on the strategic partnerships.

The following table is a summary of the Consolidated Statements of Cash Flows:

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Operating Activities

Cash used by operating activities increased during the year ended December 31, 2024 as a result of higher costs incurred for research and development and general and administrative due to the Company’s expansion and upgraded capabilities.

Cash used in operating activities increased during the year ended December 31, 2025 as a result of higher costs incurred for research and development and general and administrative primarily due to the Company’s acquisition of Exscientia.

This included partnership inflows of $37.0 million, Exscientia GmbH disposal related payments of $9.7 million and severance payments of $15.1 million.

See Note 4, “Acquisitions” to the Consolidated Financial Statements for additional details related to the Exscientia acquisition and Exscientia GmbH disposal.

Cash used in operating activities increased during the year ended December 31, 2024 as a result of higher costs incurred for research and development and general and administrative due to the Company’s expansion and upgraded capabilities.

Additionally, cash used increased as a result of our acquisition of Exscientia.

See Note 4, “Acquisitions” to the Consolidated Financial Statements for additional details.

Cash used by operating activities increased during the year ended December 31, 2023 as a result of an upfront payment of $150.0 million from our strategic partnership with Roche received during the year ended December 31, 2022.

Cash used by operating activities during the year ended December 31, 2022 included an upfront payment of $150.0 million from our strategic partnership with Roche.

That cash inflow was offset by cash used for cost of revenue, research and development and general and administrative expenses.

Investing Activities

Cash used in investing activities during the year ended December 31, 2025 primarily consisted of the disposal of Exscientia GmbH of $4.4 million and property and equipment purchases of $6.5 million.

Cash provided by investing activities during the year ended December 31, 2024 consisted of $277.1 million as part of the Exscientia acquisition.

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Additionally, investing activities included the purchase of an intangible asset of $3.0 million from Helix.

Cash used by investing activities during the year ended December 31, 2023 consisted primarily of purchases of property and equipment of $12.0 million, which includes $1.7 million for a project to upgrade the BioHive supercomputer and lab equipment purchases.

The cash used was partially offset by $1.8 million of net cash acquired in the acquisition of a business.

Cash provided by investing activities during the year ended December 31, 2022 was driven by sales and maturities of investments of $230.6 million, partially offset by the purchases of property and equipment of $37.1 million.

Financing Activities

Cash provided by financing activities during the year ended December 31, 2024 primarily included proceeds of $300.4 million from Class A common stock issuances related to our June 2024 public offering of Class A common stock and our at-the-market offering (ATM).

Financing inflows also included proceeds from equity incentive plans of $8.1 million.

Cash provided by financing activities during the year ended December 31, 2025 primarily included proceeds of $528.9 million from Class A common stock issuances related to our at-the-market offerings (ATMs) which was partially offset by our repayment of long-term debt and finance lease liabilities of $8.4 million.

Cash provided by financing activities during the year ended December 31, 2024 primarily included proceeds of $300.4 million from common stock issuances.

Financing inflows also included proceeds from equity incentive plans of $12.8 million.

Cash provided by financing activities during the year ended December 31, 2022 primarily included $143.7 million of net proceeds from the 2022 Private Placement.

Financing cash flows also included proceeds from equity incentive plans of $10.7 million.

Critical Accounting Estimates and Policies

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As of December 31, 2025, the Company had $18.7 million of debt outstanding.

This balance is related to notes payable for tenant improvement allowances and the financing agreement for the supercomputer upgrade project.

See Note 5, “Leases” to the Consolidated Financial Statements for additional details on the supercomputer lease.

This balance is related to notes payable for tenant improvement allowances and the supercomputer lease.

As of December 31, 2025, the Company had $72.7 million of future lease commitments.

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These commitments primarily related to third-party research services, materials and supplies for research and development activities.

As of December 31, 2024, the Company had $53.7 million remaining of its Gates Foundation Private Placement Commitment.

Concurrent with the Exscientia’s IPO on October 5, 2021, the Company completed a private

placement to the Gates Foundation for the sale of 1,590,909 ADSs at the initial offering price of $22.00 per ADS, for gross proceeds of approximately $35.0 million.

As of December 31, 2025, the Company had $55.4 million remaining of its various Gates Commitments.

The majority of this commitment is related to the private placement of the Gates Foundation.

Concurrent with the Exscientia’s IPO on October 5, 2021, the Company completed a private placement to the Gates Foundation for the sale of 1.6 million ADSs at the initial offering price of $22.00 per ADS, for gross proceeds of approximately $35.0 million.

Under the terms of the Company’s agreement with the Gates Foundation, the Group is committed to spending $70.0 million over a multi-year period to the research, discovery, and development of small molecule anti-infective therapeutics for future pandemic preparedness, with a specific focus on developing therapeutics that can be applied against multiple species of coronaviridae, influenza, and paramyxoviridae (the “Pandemic Preparedness Program”).

The Group had incurred $16.3 million relating to the Pandemic Preparedness Program as at December 31, 2024, with a total outstanding commitment of $53.7 million.

The Group had incurred $21.7 million relating to the Pandemic Preparedness Program as at December 31, 2025.

Recently Issued and Adopted Accounting Pronouncements

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

What changed 10-K

Item 7. Management’s Discussion and Analysis