What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-03 · 564 added, 512 removed, 718 unchanged (60% of the section changed)

25 unchanged sentences

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 or Regulation S-K.

Amended Executive Employment Agreements

On February 25, 2025, the Company and Stephen Mahoney, the Company’s President, Chief Executive Officer and Director, entered into an amendment, effective January 1, 2025, to his employment agreement with the Company, dated as of October 27, 2023 (as amended, the “CEO Executive Employment Agreement”).

On February 25, 2025, the Company also entered into amendments to the existing employment agreements (as amended, the “Non-CEO Executive Employment Agreements”) with Thomas Beetham, the Company’s Chief Operating Officer, Seth Harmon, the Company’s Chief Financial Officer, and Jennifer Tousignant, the Company’s Chief Legal Officer (each, an “Executive” and, collectively, the “Non-CEO Executives” and the Non-CEO Executives, together with Mr.

Mahoney, the “Executives”).

The principal terms of the Executives’ compensation arrangements, including annual base salary and target bonus opportunity, were not modified pursuant to the amendments.

The amendments to the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements provide that (a) a change in title, reporting relationships and/or responsibilities of the applicable Executive could constitute a material reduction in such Executive’s authority, duties or responsibilities pursuant to which such Executive may terminate his or her employment with the Company by resigning for “good reason,” and that the determination of whether a material reduction has occurred shall be made by the Company in good faith other than in connection with a change in control (as defined in the applicable agreement);

and (b) in the event of an involuntary termination in connection with a change in control, each Executive shall be entitled to receive (i) continued payment of his or her annual base salary in effect immediately prior to the termination for a period of 24 months, in the case of Mr.

Mahoney, or 12 months, in the case of the Non-CEO Executives, payable over the Company’s regular payroll schedule;

(ii) reimbursement of COBRA coverage for up to 24 months, in the case of Mr.

Mahoney, or 12 months, in the case of the Non-CEO Executives (or, if sooner, until he or she receives substantially similar coverage from another employer or ceases to be eligible for COBRA coverage);

(iii) the immediate vesting of all of the Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements;

and (iv) payment of his or her Annual Performance Bonus (as defined in the CEO Executive Employment Agreement or the Non-CEO Executive Employment Agreements, as applicable) at either two times the full Target Amount (as defined in the CEO Executive Employment Agreement), with respect to Mr.

Mahoney, or the full Target Amount (as defined in the applicable Non-CEO Executive Employment Agreement), with respect to the Non-CEO Executives, in each case within thirty days after the effective date of the involuntary termination.

The foregoing summaries of the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable Executive’s employment agreement, as amended.

Copies of the amendments for each of the CEO Executive Employment Agreement, with respect to Mr.

Mahoney, and Non-CEO Executive Employment Agreements, with respect to each of Mr.

Harmon and Ms.

Tousignant, are filed as exhibits to this Annual Report.

During the three months ended December 31, 2025, the following directors or officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408 or Regulation S-K:

Name and Title Plan Action Plan Adoption Date Expiration Date Number of Shares to be Sold under Plan

Thomas Beetham , Chief Operating Officer

Adoption 12/12/2025 12/18/2026 30,000

Stephen Mahoney , President & Chief Executive Officer

Adoption 12/17/2025 12/31/2026 250,000

Seth Harmon , Chief Financial Officer

Adoption 12/22/2025 12/31/2026 20,907

During the three months ended December 31, 2025, none of the Company’s officers or directors adopted or terminated any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 or Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

35 unchanged sentences

S-1 03/19/2014 4.1

4.2 Warrant to Purchase Stock between Miragen Therapeutics, Inc.

and Silicon Valley Bank, dated April 30, 2015.

10-K 03/14/2019 4.2

4.3 Warrant to Purchase Stock between Miragen Therapeutics, Inc.

and Silicon Valley Bank, dated November 14, 2017.

8-K 11/15/2017 10.2

4.4 Form of Warrant to Purchase Common Stock.

8-K 02/07/2020 4.1

4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10-K 03/03/2025 4.5

License Agreement, by and between the Registrant and ImmunoGen, dated as of October 12, 2020.

8 unchanged sentences

10-K 02/27/2024 10.9

10.6+ Separation Agreement and Consulting Agreement, dated as of March 1, 2025, by and between the Registrant and Thomas Ciulla.

10-Q 05/06/2025 10.1

10.7+ Seth Harmon Employment Agreement, dated April 24, 2023.

4 unchanged sentences

10-K 02/27/2024 10.12

10.10+ Radhika Tripuraneni Employment Agreement, dated February 23, 2025.

10-Q 05/06/2025 10.3

10.11+ Form of Inducement Stock Option Agreement.

9 unchanged sentences

10-K 2/27/2024 10.17

10.14+ 2016 Amended and Restated Employee Stock Purchase Plan.

10-K 2/27/2024 10.18

10.16+ Viridian Therapeutics, Inc.

1 unchanged sentence

S-8 11/24/2020 99.1

10.17+ Viridian Therapeutics, Inc.

2025 Employee Stock Purchase Plan.

10-Q 08/06/2025 10.2

10.18+ Form of 2020 Incentive Stock Option Grant Notice under Viridian Therapeutics, Inc.

29 unchanged sentences

10-Q 11/12/2024 10.1

10.33 Sixth Amendment to Lease by and between Viridian Therapeutics, Inc.

and Watch City Ventures MT, LLC dated as of September 8, 2025.

10-Q 11/05/2025 10.2

Securities Purchase Agreement, dated as of October 27, 2020, by and among the Registrant and each purchaser identified on Annex A thereto.

2 unchanged sentences

10-Q 11/12/2020 10.8

10.33 Open Market Sale Agreement SM , dated as of September 9, 2022 by and between the Registrant and Jefferies LLC.

S-3 09/09/2022 1.2

10.36 Open Market Sale Agreement , dated as of March 3, 2025 by and between Viridian Therapeutics, Inc.

and Jefferies LLC.

8-K 03/04/2025 1.1

Loan and Security Agreement, dated as of April 1, 2022, among the Viridian Therapeutics, Inc., certain of its subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Hercules Capital, Inc., as Agent.

2 unchanged sentences

10-Q 11/13/2023 10.1

Second Amendment to Loan and Security Agreement, dated as of October 17, 2025, among the Viridian Therapeutics, Inc., certain of its subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Hercules Capital, Inc., as Agent.

10.40 Registration Rights Agreement, dated October 30, 2023, by and between the Company and the Purchasers signatory thereto.

3 unchanged sentences

10-Q 11/12/2024 10.2

Collaboration and License Agreement, by and between Viridian Therapeutics, Inc.

and Kissei Pharmaceutical Co.

Ltd, dated July 30, 2025.

10-Q 11/05/2025 10.1

Purchase and Sale Agreement, by and between Viridian Therapeutics, Inc.

and DRI Healthcare Acquisitions LP, dated October 17, 2025.

10.44+ Amendment to Stephen Mahoney Employment Agreement, dated February 25, 2025.

10-K 03/03/2025 10.38

10.45+ Amendment to Thomas Beetham Employment Agreement, dated February 25, 2025.

10-K 03/03/2025 10.39

10.46+ Amendment to Seth Harmon Employment Agreement, dated February 25, 2025.

10-K 03/03/2025 10.40

10.47+ Amendment to Jennifer Tousignant Employment Agreement, dated February 25, 2025.

10-K 03/03/2025 10.41

19 Insider Trading Policy.

10-K 03/03/2025 19

21.1 Subsidiaries of the Registrant.

29 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Viridian Therapeutics, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

2 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinion

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

13 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

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

Accrued outsourced clinical trials and nonclinical studies

As discussed in Notes 2 and 5 to the consolidated financial statements, accrued expenses for clinical trials and nonclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period.

The estimates consider a number of factors such as site initiation, patient screening, enrollment, delivery of reports, and other events.

Accrued liabilities for outsourced clinical trials and nonclinical studies were $30.9 million as of December 31, 2024.

Valuation of the derivative liability

As discussed in Notes 2 and 7 to the consolidated financial statements, the Purchase and Sale Agreement with DRI Healthcare Acquisitions LP contained an embedded derivative.

The derivative liability is recorded at fair value using Monte Carlo simulation models, which require the use of unobservable inputs.

The fair value of the derivative liability at December 31, 2025, was $20.0 million.

We identified the evaluation of the fair value of the derivative liability as a critical audit matter.

Complex auditor judgment and specialized skills and knowledge were required to evaluate the appropriateness and application of the valuation methods, as well as the key unobservable inputs used.

Such inputs included the estimated amount of projected cash flows, the probability of a change in control, and the discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to accrued outsourced clinical trials and nonclinical studies.

This included controls related to the estimation of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers during the period that are included in accrued liabilities and other at the end of each reporting period.

For a sample of accrued liabilities for outsourced clinical trials and nonclinical studies, we compared the relevant factors used by management to estimate the accrued expenses to contracts, invoices and third-party confirmations of contractual milestones and project status.

We compared the Company’s estimate of costs accrued as of year-end to a selection of third-party invoices received after year-end, but prior to the issuance of the Company’s financial statements.

We assessed the sufficiency of audit evidence obtained related to accrued outsourced clinical trials and nonclinical studies by assessing the cumulative results of the audit procedures.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the identification and valuation of the derivative liability, including a control over the appropriateness and application of the valuation methods and the determination of the key unobservable inputs.

We performed sensitivity analyses over the Company’s inputs of the amount of the projected cash flows and the estimated probability of a change in control to assess the impact of changes in those inputs on the Company’s determination of the fair value of the derivative liability.

We evaluated the reasonableness of such inputs through inquiry of management and inspection of board of director minutes to gain an understanding of management’s future commercialization efforts.

We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating whether the methodology used was consistent with valuation practices for instruments with similar characteristics, (2) assessing the reasonableness of the discount rate used in the valuation by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities, and (3) developing an independent valuation of the instrument and comparing the result to the Company’s fair value estimate.

We have served as the Company’s auditor since 2009.

Boston, Massachusetts

March 3, 2025

February 26, 2026

VIRIDIAN THERAPEUTICS, INC.

3 unchanged sentences

Cash and cash equivalents $ 212,382 $ 99,594

Short-term investments 617,990 374,543

Prepaid expenses and other current assets (including related party of $ 800 and $ — as of December 31, 2024 and 2023, respectively)

Unbilled revenue - related party — 102

Marketable securities 662,270 617,990

Prepaid expenses and other current assets 19,581 20,877

Total current assets 894,233 738,461

Property and equipment, net 1,228 1,236

Operating lease right-of-use asset 2,205 1,670

Operating lease right-of-use assets 2,421 2,205

Other assets 1,536 501

3 unchanged sentences

Accounts payable $ 8,683 $ 2,143

Accrued liabilities and other (including related party of $ 0 and $ 374 as of December 31, 2024 and 2023, respectively)

45,443 24,108

Current portion of deferred revenue - related party 288 288

Accrued liabilities 62,013 45,731

Total current liabilities 70,696 47,874

Long-term debt, net 49,940 20,582

Deferred revenue - related party 284 573

Derivative liability 20,030 —

Liability related to the sale of future revenue, net 34,244 —

Other liabilities 2,341 2,308

Total liabilities 177,251 70,764

Commitments and contingencies

Commitments and contingencies (Note 9)

Stockholders’ equity:

1 unchanged sentence

435,000 shares authorized;

134,864 and 172,435 shares issued and outstanding as of December 31, 2024 and 2023, respectively

134,864 shares issued and outstanding as of December 31, 2025 and 2024, respectively

61,188 61,188

11 unchanged sentences

Total liabilities and stockholders’ equity $ 899,418 $ 742,403

See accompanying notes to these consolidated financial statements.

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

VIRIDIAN THERAPEUTICS, INC.

2 unchanged sentences

2025 2024 2023

Collaboration revenue - related party $ 302 $ 314 $ 1,772

License revenue $ 70,000 $ — $ —

Collaboration revenue - related parties 849 302 314

Total revenues 70,849 302 314

Operating expenses:

Research and development (including related party expenses of $ 14,191 , $ 12,035 , and $ 5,619 during the years ended December 31, 2024, 2023, and 2022, respectively)

238,254 159,765 100,894

General and administrative 61,083 94,999 35,182

Research and development 338,929 238,254 159,765

Selling, general and administrative 95,315 61,083 94,999

Total operating expenses 434,244 299,337 254,764

Loss from operations ( 363,395 ) ( 299,035 ) ( 254,450 )

Other income (expense):

Interest and other income 32,132 18,563 4,916

Interest and other expense ( 3,046 ) ( 1,847 ) ( 486 )

Other income, net 29,086 16,716 4,430

Other income (expense), net:

Interest income 27,399 31,597 18,240

Interest expense ( 4,948 ) ( 2,197 ) ( 1,331 )

Other expense, net ( 1,657 ) ( 314 ) ( 193 )

Total other income, net 20,794 29,086 16,716

Net loss $ ( 342,601 ) $ ( 269,949 ) $ ( 237,734 )

2 unchanged sentences

Net loss per share, basic and diluted, Series A convertible preferred stock $ ( 221.65 ) $ ( 204.82 ) $ ( 260.70 )

Weighted-average Series A convertible preferred stock outstanding, basic and diluted 154,856 174,226 203,190

Weighted-average Series A convertible preferred shares outstanding, basic and diluted 134,864 154,856 174,226

Net loss per share, basic and diluted, Series B convertible preferred stock $ ( 221.65 ) $ ( 204.82 ) $ ( 260.69 )

Weighted-average Series B convertible preferred stock outstanding, basic and diluted 144,862 66,385 33,436

Weighted-average Series B convertible preferred shares outstanding, basic and diluted 138,875 144,862 66,385

Comprehensive loss:

Net loss $ ( 342,601 ) $ ( 269,949 ) $ ( 237,734 )

Other comprehensive (loss) income:

Change in unrealized (loss) gain on investments ( 348 ) 728 ( 233 )

Total other comprehensive (loss) income ( 348 ) 728 ( 233 )

Total comprehensive loss $ ( 270,297 ) $ ( 237,006 ) $ ( 130,107 )

See accompanying notes to these consolidated financial statements.

Other comprehensive income (loss):

Unrealized gain (loss) on available-for-sale securities 457 ( 348 ) 728

Total other comprehensive income (loss) 457 ( 348 ) 728

Comprehensive loss $ ( 342,144 ) $ ( 270,297 ) $ ( 237,006 )

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

VIRIDIAN THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive (Loss) Income Accumulated

Convertible Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders’

Series A Convertible Preferred Stock Series B Convertible Preferred Stock

Series A Series B

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2022 188,381 $ 85,470 51,210 $ 56,677 41,305,947 $ 414 $ 741,067 $ ( 390 ) $ ( 488,174 ) $ 395,064

Issuance of common stock upon the conversion of convertible preferred stock ( 72,056 ) ( 32,694 ) — — 4,803,965 48 32,646 — — —

Issuance of Series B convertible preferred stock and common stock in the 2022 Public Offering, net of issuance costs of $ 2,992 and $ 18,146 , respectively

Issuance of common stock upon conversion of convertible preferred stock ( 15,946 ) ( 7,235 ) — — 1,063,118 10 7,225 — — —

Issuance of common stock under license agreement — — — — 243,902 3 5,690 — — 5,693

Issuance of Series B convertible preferred stock and common stock in private placement offering, net of issuance costs of $ 4,588 and $ 6,805 , respectively

— — 92,312 71,604 8,869,797 89 102,914 — — 174,607

Issuance of common stock, 2022 ATM, net of issuance costs of $ 926

Issuance of common stock in at-the-market offerings, net of issuance costs of $ 493

— — — — 684,298 7 14,761 — — 14,768

Issuance of common stock upon exercises of warrants — — — — 114,219 1 1,880 — — 1,881

Issuance of common stock for exercises of stock options — — — — 191,291 2 2,760 — — 2,762

Issuance of common stock for cash under employee stock purchase plan — — — — 13,024 — 183 — — 183

Issuance of common stock upon exercises of stock options — — — — 1,538,199 15 19,248 — — 19,263

Issuance of common stock under employee stock purchase plan — — — — 31,216 — 580 — — 580

Issuance of common stock upon vesting of restricted stock units — — — — 135,416 1 ( 1 ) — — —

Share-based compensation expense — — — — — — 67,172 — — 67,172

Change in unrealized loss on investments — — — — — — — ( 233 ) — ( 233 )

Unrealized gain on available-for-sale securities — — — — — — — 728 — 728

Net loss — — — — — — — — ( 237,734 ) ( 237,734 )

Balance as of December 31, 2023 172,435 $ 78,235 143,522 $ 128,281 53,986,112 $ 540 $ 960,536 $ 338 $ ( 725,908 ) $ 442,022

Issuance of common stock upon the conversion of convertible preferred stock ( 15,946 ) ( 7,235 ) — — 1,063,118 10 7,225 — — —

Issuance of common stock under license agreement — — — — 243,902 3 5,690 — — 5,693

Issuance of Series B convertible preferred stock and common stock, 2023 Private Placement, net of issuance costs of $ 4,588 and $ 6,805 , respectively

Issuance of common stock upon conversion of convertible preferred stock ( 37,571 ) ( 17,047 ) ( 18,362 ) ( 24,085 ) 3,729,048 37 41,095 — — —

Issuance of common stock in January 2024 underwritten offering, net of issuance costs of $ 9,304

— — — — 7,142,858 71 140,625 — — 140,696

Issuance of common stock, September 2022 ATM, net of issuance costs of $ 493

Issuance of Series B convertible preferred stock and common stock in September 2024 underwritten offering, net of issuance costs of $ 1,500 and $ 13,954 , respectively

— — 20,000 23,501 12,466,600 125 219,669 — — 243,295

Issuance of common stock upon exercises of warrants — — — — 114,219 1 1,880 — — 1,881

Issuance of common stock for exercises of stock options — — — — 1,538,199 15 19,248 — — 19,263

Issuance of common stock for cash under employee stock purchase plan — — — — 31,216 — 580 — — 580

Vesting of restricted stock units — — — — 135,416 1 ( 1 ) — — —

Issuance of common stock in at-the-market offerings, net of issuance costs of $ 2,156

— — — — 3,058,751 31 67,724 — — 67,755

Issuance of common stock upon exercises of stock options — — — — 437,146 4 5,340 — — 5,344

Issuance of common stock under employee stock purchase plan — — — — 44,136 1 673 — — 674

Issuance of common stock upon vesting of restricted stock units — — — — 129,395 1 ( 1 ) — — —

Share-based compensation expense — — — — — — 42,150 — — 42,150

Change in unrealized gain on investments — — — — — — — 728 — 728

Net loss — — — — — — — — ( 237,734 ) ( 237,734 )

Balance as of December 31, 2023 172,435 $ 78,235 143,522 $ 128,281 53,986,112 $ 540 $ 960,536 $ 338 $ ( 725,908 ) $ 442,022

Issuance of common stock upon the conversion of convertible preferred stock ( 37,571 ) ( 17,047 ) ( 18,362 ) ( 24,085 ) 3,729,048 37 41,095 — — —

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive (Loss) Income Accumulated

Unrealized loss on available-for-sale securities — — — — — — — ( 348 ) — ( 348 )

Convertible Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders’

Series A Convertible Preferred Stock Series B Convertible Preferred Stock

Shares Amount Shares Amount Shares Amount

Issuance of common stock, January 2024 Public Offering, net of issuance costs of $ 9,304

— — — — 7,142,858 71 140,625 — — 140,696

Issuance of Series B convertible preferred stock and common stock, September 2024 Public Offering, net of issuance costs of $ 1,500 and $ 13,954 , respectively

Series A Series B Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders’

Shares Amount Shares Amount Shares Amount Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders’

Net loss — — — — — — — — ( 269,949 ) ( 269,949 )

Balance as of December 31, 2024 134,864 $ 61,188 145,160 $ 127,697 80,994,046 $ 810 $ 1,477,811 $ ( 10 ) $ ( 995,857 ) $ 671,639

Issuance of common stock upon conversion of convertible preferred stock — — ( 65,540 ) ( 56,829 ) 4,369,551 44 56,785 — — —

Issuance of common stock in an underwritten offering, net of issuance costs of $ 17,280

— — — — 13,138,750 131 271,626 — — 271,757

Issuance of common stock, September 2022 ATM, net of issuance costs of $ 2,156

Issuance of common stock in at-the-market offerings, net of issuance costs of $ 1,323

— — — — 2,216,864 22 61,800 — — 61,822

Issuance of common stock for exercises of stock options — — — — 437,146 4 5,340 — — 5,344

Issuance of common stock for cash under employee stock purchase plan — — — — 44,136 1 673 — — 674

Vesting of restricted stock units — — — — 129,395 1 ( 1 ) — — —

Issuance of common stock upon exercises of warrants — — — — 115,146 1 1,617 — — 1,618

Issuance of common stock upon exercises of stock options — — — — 811,970 8 12,045 — — 12,053

Issuance of common stock under employee stock purchase plan — — — — 84,556 1 1,118 — — 1,119

Issuance of common stock upon vesting of restricted stock units — — — — 95,617 1 ( 1 ) — — —

Share-based compensation expense — — — — — — 44,303 — — 44,303

Change in unrealized gain/loss on investments — — — — — — — ( 348 ) — ( 348 )

Unrealized gain on available-for-sale securities — — — — — — — 457 — 457

Net loss — — — — — — — — ( 342,601 ) ( 342,601 )

Balance as of December 31, 2025 134,864 $ 61,188 79,620 $ 70,868 101,826,500 $ 1,018 $ 1,927,104 $ 447 $ ( 1,338,458 ) $ 722,167

See accompanying notes to these consolidated financial statements.

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

VIRIDIAN THERAPEUTICS, INC.

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

Issuance of common stock under license agreement — 5,693 —

Share-based compensation expense 44,303 42,150 67,172

Non-cash interest expense and amortization of debt issuance costs 377 317 228

Accretion and amortization of available-for-sale securities ( 6,758 ) ( 15,655 ) ( 11,490 )

Non-cash interest expense 2,566 377 317

Depreciation and amortization 460 540 522

Accretion and amortization of premiums and discounts on available-for-sale securities ( 15,655 ) ( 11,490 ) ( 210 )

Net loss on extinguishment of debt — 181 —

Fees paid directly to creditor related to extinguishment of debt — 514 —

Loss on sale of equipment 449 1 —

Non-cash lease expenses 171 48 36

Issuance costs allocated to derivative liability 1,751 — —

Change in fair value of derivative liability 700 — —

Issuance of common stock under license agreement — — 5,693

Other non cash items 157 620 775

Changes in operating assets and liabilities:

Prepaid expenses and other assets ( 11,768 ) ( 2,107 ) ( 3,339 )

Prepaid expenses, other current assets and other assets 262 ( 11,666 ) ( 2,107 )

Accounts payable 6,562 ( 73 ) ( 12,040 )

Accrued and other liabilities 21,625 5,010 7,716

Unbilled revenue 102 — 349

Deferred revenue ( 288 ) ( 288 ) ( 288 )

Accrued liabilities and other liabilities 16,207 21,337 4,722

Net cash used in operating activities ( 276,391 ) ( 232,319 ) ( 184,170 )

Cash flows from investing activities:

Purchases of short-term investments ( 695,068 ) ( 407,880 ) ( 223,264 )

Proceeds from sales and maturities of short-term investments 466,928 314,526 108,935

Purchases of marketable securities ( 579,276 ) ( 695,068 ) ( 407,880 )

Maturities of marketable securities 542,208 466,928 314,526

Purchases of property and equipment ( 495 ) ( 511 ) ( 898 )

1 unchanged sentence

Cash flows from financing activities:

Proceeds from the issuance of common stock, pursuant to 2023 Private Placement and September 2022 ATM Agreement — 125,069 —

Proceeds from the issuance of Series B convertible preferred stock, pursuant to the 2023 Private Placement — 76,192 —

Proceeds from the issuance of common stock, pursuant to Public Offerings and September 2022 ATM Agreement 453,660 — 291,874

Proceeds from issuance of common stock in offerings 289,052 383,749 109,808

Proceeds from the issuance of common stock in at-the-market offerings 63,145 69,911 15,261

Payments of issuance costs associated with the sale of common stock ( 18,661 ) ( 25,442 ) ( 7,213 )

Proceeds from the issuance of Series B convertible preferred stock, pursuant to Public Offerings 25,001 — 44,000

Payment of issuance costs associated with the sale of convertible preferred stock ( 1,500 ) ( 4,588 ) ( 2,992 )

Proceeds from the issuance of Series B convertible preferred stock in offerings — 25,001 76,192

Payments of issuance costs associated with the sale of convertible preferred stock — ( 1,500 ) ( 4,588 )

Proceeds from the exercise of warrants 1,618 — 1,881

Proceeds from issuance of long-term debt — 15,000 5,000

Payment of debt extinguishment costs — ( 514 ) —

Proceeds from issuance of long-term debt, net 28,875 — 15,000

Payment of debt issuance costs ( 478 ) — ( 514 )

Proceeds from issuance of common stock upon the exercise of stock options 5,344 19,263 2,762

Proceeds from sale of future revenue 55,000 — —

Payment of issuance costs associated with sale of future revenue ( 4,981 ) — —

Proceeds from issuance of common stock upon exercise of stock options 12,053 5,344 19,263

Proceeds from the issuance of common stock for cash under employee stock purchase plan 1,119 674 580

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Supplemental disclosure of non-cash investing and financing activities

Purchase of property and equipment in accounts payable and accrued liabilities $ 43 $ — $ 380

Unpaid common and convertible preferred stock issuance costs included in accrued liabilities $ 58 $ 41 $ —

Unpaid common and convertible preferred stock issuance costs included in accounts payable $ — $ 45 $ —

Right-of-use asset and lease liability recognized for new operating lease $ 496 $ — $ —

Remeasurement of operating lease right-of-use assets for lease modifications $ 837 $ 641 $ 448

Issuance of common stock upon the conversion of convertible preferred stock $ 56,829 $ 41,132 $ 7,235

Right-of-use asset obtained in exchange for new lease liability $ 729 $ 496 $ —

Remeasurement of right-of-use asset and lease liability for lease modifications $ — $ 837 $ 641

Extinguishment of long-term debt $ 20,000 $ — $ 4,707

Issuance of long-term debt $ 20,000 $ — $ 5,000

Amortization of public offering costs $ — $ — $ 75

See accompanying notes to these consolidated financial statements.

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

VIRIDIAN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

DESCRIPTION OF THE BUSINESS

Viridian Therapeutics, Inc., a Delaware corporation (the “Company” or “Viridian”), is a biopharmaceutical company focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s most advanced program, veligrotug (formerly known as VRDN-001), is a differentiated monoclonal antibody targeting insulin-like growth factor-1 receptor (“IGF-1R”), a clinically and commercially validated target for the treatment of thyroid eye disease (“TED”).

The Company’s second product candidate, VRDN-003, is an extended half-life monoclonal antibody with the same binding domains as veligrotug designed for administration as convenient, low-volume, subcutaneous pen injections.

The Company’s most advanced program, veligrotug, is a differentiated monoclonal antibody targeting insulin-like growth factor-1 receptor (“IGF-1R”), a clinically and commercially validated target for the treatment of thyroid eye disease (“TED”).

The Company’s second product candidate, elegrobart, is an extended half-life monoclonal antibody with the same binding domains as veligrotug designed for administration as convenient, low-volume, subcutaneous auto-injector injections.

TED is a serious and debilitating rare autoimmune disease that causes inflammation within the orbit of the eye that can cause bulging of the eyes, redness and swelling, double vision, pain, and potential blindness.

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FcRn inhibitors have the potential to treat a broad array of autoimmune diseases, representing a significant commercial market opportunity.

The accompanying consolidated financial statements have been prepared on a basis that assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern.

The Company has funded its operations to date principally through proceeds received from the sale of the Company’s common stock, its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and other equity securities, debt financings, license fees, and reimbursements received under collaboration agreements.

Since its inception and through December 31, 2024, the Company has generated an accumulated deficit of $ 995.9 million.

The Company expects to continue to generate operating losses for the foreseeable future.

Liquidity and Capital Resources

The Company’s consolidated financial statements have been prepared on the basis of the Company continuing as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern.

The Company expects that its cash, cash equivalents and marketable securities as of December 31, 2025 of $ 874.7 million will enable the Company to fund its planned operations for at least twelve months from the date of issuance of these consolidated financial statements.

The Company has funded its operations to date principally through proceeds received from the sale of the Company’s common stock, Series A convertible preferred stock, Series B convertible preferred stock, and other equity securities, debt financings, and license fees and reimbursements received under collaboration agreements.

The Company has incurred recurring losses and negative cash flows from operations since inception.

As of December 31, 2025, the Company had an accumulated deficit of $ 1,338.5 million.

The Company has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales.

Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations.

The Company expects to incur significant expenses and operating losses for at least the next several years as it continues the development of, and seeks regulatory approval for, its product candidates.

It is expected that operating losses will fluctuate significantly from quarter to quarter and year to year due to timing of development programs and efforts to achieve regulatory approval.

As of December 31, 2024, the Company had approximately $ 717.6 million in cash, cash equivalents, and short-term investments.

In addition, the Company also has access to additional undrawn funds under the Hercules Loan and Security Agreement Amended Term Loan, as further described in Note 6.

As of the issuance date of these consolidated financial statements, the Company expects that its current resources will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months from the issuance date of these financial statements.

The Company will require additional capital in order to continue to finance its operations.

The amount and timing of future funding requirements will depend on many factors, including the pace and results of the Company’s clinical development efforts, timing of market research and other professional and consulting activities to prepare for commercial activities, equity financings, entering into license and collaboration agreements, and issuing debt or other financing vehicles.

The Company’s ability to secure additional capital is dependent upon a number of factors, some of which are outside of the Company’s control, including success in developing its product candidates, operational performance, and market conditions, including those resulting from the current inflationary and broader macroeconomic environment.

Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from selling, general and administrative costs associated with its operations.

In addition, the Company may continue to incur additional operating losses as a result of planned expenditures for research and development activities, its drug development programs, including clinical trial and manufacturing costs, and the continued build-out of clinical, manufacturing, commercial and compliance capabilities.

The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations.

There can be no assurance that the Company will ever earn revenues from product sales or achieve profitability, or if achieved, that the revenues or profitability will be sustained on a continuing basis.

In addition, the Company’s nonclinical and clinical development activities, manufacturing activities, and commercialization activities for the Company’s product candidates, if approved, may require significant additional capital.

Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to develop its product candidates.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., both of which were formed for the sole purpose of submitting regulatory filings in Europe, and Viridian Securities Corporation, which was formed in July 2021.

The Company’s subsidiaries have no employees or operations.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

All significant intercompany balances have been eliminated in consolidation.

The Company’s management performed an evaluation of its activities through the date of filing of these consolidated financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed.

Risks and Uncertainties - Global Economic and Political Considerations

The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, increased U.S.

trade tariffs and trade disputes with other countries, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the rising tensions between China and Taiwan, the conflict in Israel and surrounding area and other political tensions.

Such challenges have caused, and may continue to cause, recession fears, concerns regarding potential sanctions, high interest rates, foreign exchange volatility and inflationary pressures.

At this time, the Company is unable to quantify the potential effects of this economic instability on its future operations.

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

GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”), or the Financial Accounting Standards Board (“FASB”).

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation.

Going Concern

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The Company’s evaluation entails, among other things, analyzing the results of the Company’s clinical development efforts, license and collaboration agreements as well as the entity’s current financial condition including conditional and unconditional obligations anticipated within a year, and related liquidity sources at the date the financial statements are issued.

This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and short-term investments balance.

This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and marketable securities balance.

Use of Estimates

The Company’s consolidated financial statements are prepared in accordance with U.S.

GAAP, which requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for clinical trial costs, including manufacturing activities, and other outsourced research and development expenses, and the valuation of share-based awards.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, fair value of marketable securities, accrued research and development expenses, liability related to sale of future revenue, derivative liability, income taxes and share-based compensation.

Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates and assumptions.

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The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company enters into collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license, or grants an option to license rights to certain of the Company’s product candidates and performs research and development services in connection with such agreements.

The Company enters into license and collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license, or grants an option to license rights to certain of the Company’s product candidates and performs research and development services or other services in connection with such agreements.

The terms of these agreements typically include payment of one or more of the following:

non-refundable, up-front fees;

non-refundable, upfront fees;

reimbursement of research and development costs;

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Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract.

In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract.

develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract.

The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract.

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

To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration or strategic alliance agreements.

To date, the Company has not recognized any royalty revenue resulting from any of the Company’s license, collaboration or other agreements.

The Company allocates the transaction price based on the estimated standalone selling price.

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The Company receives payments from its customers based on billing schedules established in each contract.

Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements.

Upfront payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements.

Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional.

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Research and development costs are expensed as incurred in performing research and development activities.

The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges including severance costs, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, costs of research and development activities conducted by third parties on the Company’s behalf, costs to have clinical trial materials manufactured on the Company’s behalf, purchases of laboratory supplies, depreciation, and facilities and overhead costs.

The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges including severance costs, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, costs of research and development activities conducted by third parties on the Company’s behalf, costs to have materials manufactured on the Company’s behalf, purchases of laboratory supplies, depreciation, and facilities and overhead costs.

The Company records research and development expense in the period in which the Company receives or takes ownership of the applicable goods or when the applicable services are performed.

In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

The Company records up-front and milestone payments to acquire and retain contractual rights to licensed technology as research and development expenses when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights.

The Company considers future economic benefits from acquired contractual rights to licensed technology to be uncertain until such a drug candidate is approved for sale by the U.S.

Food and Drug Administration (“FDA”) or when other significant risk factors are abated.

Such up-front and milestone payments are reflected as cash used in operating activities within the consolidated statement of cash flows.

The Company records upfront and milestone payments to acquire and retain contractual rights to licensed technology as research and development expenses when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights.

The Company considers future economic benefits from acquired contractual rights to

licensed technology to be uncertain until such a drug candidate is approved for sale by the U.S.

Food and Drug Administration (“FDA”).

Such upfront and milestone payments are reflected as cash used in operating activities within the consolidated statement of cash flows.

Clinical Trial and Nonclinical Study Accruals

The Company makes estimates of accrued expenses as of each balance sheet date in its consolidated financial statements based on certain facts and circumstances at that time.

The Company’s accrued expenses for clinical trials and nonclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

The Company makes estimates of accrued liabilities as of each balance sheet date in its consolidated financial statements based on certain facts and circumstances at that time.

The Company’s accrued liabilities for clinical trials and nonclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

Payments under the Company’s agreements with external service providers depend on a number of factors, such as site initiation, patient screening, enrollment, delivery of reports, and other events.

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Share-Based Compensation

The Company issues stock-based awards to employees and non-employees in the form of stock options and restricted stock units (“RSUs”).

The Company measures and recognizes share-based compensation expense for its stock-based awards granted to employees and non-employees based on the estimated grant date fair value in accordance with ASC Topic 718, Compensation - Stock Compensation and determines the fair value of RSUs based on the fair value of its common stock.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options.

The use of the Black-Scholes option-pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures.

The Company issues share-based awards to employees and non-employees in the form of stock options and restricted stock units (“RSUs”).

The Company measures and recognizes share-based compensation expense for its share-based awards granted to employees and non-employees based on the estimated grant date fair value in accordance with ASC Topic 718, Compensation - Stock Compensation .

The Company uses the fair value of its common stock to determine the fair value of RSUs and the Black-Scholes option pricing model to determine the fair value of stock options.

The use of the Black-Scholes option-pricing model takes into account the fair value of its common stock, the exercise price, the expected term of the option, the expected volatility of its common stock, the expected dividends on its common stock, and the risk-free interest rate over the expected term of the option.

The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period.

The Company accounts for forfeitures as they occur.

Cash and Cash Equivalents

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Cash equivalents are reported at cost, which approximates fair value due to the short maturities of these instruments.

The Company’s investments consist of highly-rated corporate and U.S.

Treasury securities and have been classified as available-for-sale securities.

Marketable Securities

The Company’s marketable securities consist of highly-rated corporate debt and U.S.

government agency and treasury securities and have been classified as available-for-sale securities.

Corporate debt securities may also include bonds from foreign issuers denominated in U.S.

Accordingly, these investments are recorded at their respective fair values, as determined based on quoted market prices.

The Company may hold securities with stated maturities greater than one year.

All available-for-sale securities are considered available to support current operations, and thus investments with maturities beyond one year are generally classified as current assets.

Unrealized gains and losses are reported as a component of stockholders’ equity until their disposition.

All available-for-sale securities are considered available to support current operations, and thus are classified as current assets.

Available-for-sale securities with unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity until their disposition.

Realized gains and losses are included as a component of other income (expense), net based on the specific identification method.

The securities

are subject to a periodic impairment review.

An impairment charge would occur when a decline in the fair value of the investments below the cost basis is judged to be other-than-temporary.

The securities are subject to a periodic impairment review.

An impairment charge would occur when a decline in the fair value of the investments below the cost basis is determined to be other-than-temporary.

Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value.

Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established.

Fair Value Measurements

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Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Financial assets and

liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

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• Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, which include short-term investments that have maturities of less than three months.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and marketable securities.

The Company maintains deposits in federally insured financial institutions in excess of federally insured limits.

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The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company’s investments consist of money market funds and marketable debt securities.

The Company’s investments may include commercial paper and other debt securities of U.S.

government agencies, corporate entities, and banks.

The Company’s investment policy limits instruments to investment grade securities with high credit quality issuers with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations.

Measurement of Credit Losses

For financial assets measured at fair value through other comprehensive loss, the Company must record an allowance for credit losses at the end of each reporting period in the consolidated statement of operations.

When developing an estimate of expected credit losses on financial assets, the Company will consider available information relevant to assessing the collectability of cash flows.

This information may include internal information, external information, or a combination of both, relating to past events, current conditions, and reasonable and supportable forecasts for financial asset pools.

The Company’s investment in corporate debt and U.S.

agency and treasury securities, reported as marketable securities, and the associated accrued interest reported as prepaid expenses and other current assets on the consolidated balance sheets, is the only financial asset pool.

The financial asset pool was determined by the type of financial asset instrument and its credit quality.

Management does not expect a credit loss with this financial asset pool and determined an allowance was not required based on the issuers' current high quality credit ratings and the lack of default history on its obligations.

Property and Equipment

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Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years .

Leasehold improvements are amortized over the shorter of the life of the lease (including any renewal periods that are deemed to be reasonably assured) or the estimated useful life of the assets.

Leasehold improvements are amortized over the shorter of the life of the lease (including any renewal periods that are deemed to be reasonably certain) or the estimated useful life of the assets.

Construction in progress is not depreciated until placed in service.

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Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company has recorded operating lease assets and liabilities pursuant to the guidance in Accounting Standards Update (“ASU”) No.

2016-02 , Leases (Topic 842), and subsequent amendments to the initial guidance:

2017-13, ASU No.

2018-10, and ASU No.

2018-11 (collectively, “ASC 842”).

The Company has recorded operating lease assets and liabilities in accordance with ASC Topic 842, Leases (“ASC 842”).

These operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term.

The Company includes the initial lease term in its assessment of a lease arrangement;

options to extend a lease are not included in the assessment unless there is reasonable certainty that the Company will exercise the option to extend.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases, and escalation clauses and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets.

The Company’s operating leases are reflected in operating lease right-of-use asset and operating lease liability within accrued and other liabilities in the Company’s consolidated balance sheets.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

options to extend a lease are not included in the assessment unless it is reasonably certain that the Company will exercise the option to extend.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases, and

escalation clauses and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets.

The Company’s operating leases are reflected in operating lease right-of-use assets and operating lease liabilities within accrued liabilities and other liabilities in the Company’s consolidated balance sheets.

Lease expense for fixed and in-substance fixed payments is recognized on a straight-line basis over the lease term.

Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease.

Refer to Note 8.

Commitments and Contingencies - Lease Obligations for additional information related to the Company’s operating leases.

The Company has elected to account for the lease and non-lease components together for office real estate leases.

Refer to Note 9, Commitments and Contingencies, for additional information related to the Company’s operating leases.

Debt and Debt Issuance Costs

Debt issuance costs and expenses paid by the Company to its lenders are presented on the consolidated balance sheet as a direct deduction from the related debt liability rather than capitalized as an asset in accordance with ASU No.

2015-03, Interest - Imputation of Interest (Subtopic 835-30):

Simplifying the Presentation of Debt Issuance Costs .

Debt issuance costs represent legal and other direct costs incurred in connection with the Company’s Term Loan (as defined in Note 6.

These costs are amortized as a non-cash component of interest expense using the effective interest method over the term of the loan.

Debt issuance costs and expenses paid by the Company to its lenders are presented on the consolidated balance sheets as a direct deduction from the related debt liability.

Debt issuance costs represent lender fees, legal expenses and other direct costs incurred in connection with the Company’s long-term debt obligations.

These costs are amortized as a non-cash component of interest expense using the effective interest method over the term of the debt.

Liability Related to the Sale of Future Revenue

The Company accounts for the liability related to the sale of future revenue, pursuant to the Purchase and Sale Agreement entered into with DRI Healthcare Acquisitions LP (“DRI”), as a debt financing, as the Company has significant continuing involvement in the generation of the future cash flows.

The liability related to the sale of future revenue and the related interest expense are based on the Company’s current estimates of future royalties and commercial milestones expected to be paid over the life of the arrangement.

Interest accretion on the liability related to the sale of future revenue is recognized using the effective interest rate method over the life of the related royalty stream.

The Company periodically assesses the expected payments using a combination of internal projections and forecasts from external sources.

To the extent the amount or timing of future estimated payment is materially different than the Company’s previous estimates, the Company will account for any such change by prospectively adjusting the effective interest rate and related non-cash interest expense.

Derivative Liability

The Purchase and Sale Agreement with DRI contains an embedded derivative that requires bifurcation as a compound financial instrument separate from the liability related to the sale of future revenue.

The derivative liability is recorded at fair value using Monte Carlo simulation models which require the use of certain unobservable inputs, including estimates relating to the amount and timing of expected future revenue, the estimated volatility of these revenues, meeting certain conditional milestones, the discount rate corresponding to the risk of future cash flows, and the probability of a change in control.

The derivative liability is remeasured each reporting period with any change in fair value recorded in other expense, net on the consolidated statements of operations and comprehensive loss.

Convertible Preferred Stock

The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.

The Company records shares of non-voting convertible preferred stock classified in equity at their respective fair values on the dates of issuance, net of issuance costs.

Impairment of Long-Lived Assets

The Company assesses the carrying amount of its property and equipment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

The Company assesses the carrying amount of its long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

No impairment charges were recorded during the years ended December 31, 2025, 2024 and 2023.

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Basic net loss per share is calculated by dividing the allocated net loss to each share class by the weighted average number of shares outstanding during the period.

Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is antidilutive.

Since the Company was in a

loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding would be antidilutive.

Comprehensive Loss

Comprehensive loss is comprised of net loss and adjustments for the change in unrealized gains and losses on investments.

Unrealized accumulated comprehensive gains or losses are reflected as a separate component in the consolidated statements of changes in stockholders’ equity.

The Company had an unrealized loss of $ 0.3 million, an unrealized gain of $ 0.7 million and an unrealized loss of $ 0.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Comprehensive loss is comprised of net loss and adjustments for the unrealized gains and losses on available-for-sale securities.

Accumulated other comprehensive income (loss) are reflected as a separate component in the consolidated statements of stockholders’ equity.

The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company’s significant deferred tax assets are for net operating loss carryforwards, tax credits, accruals and reserves, and capitalized start-up costs.

The Company’s significant deferred tax assets are for net operating loss carryforwards, capitalized research and development costs, tax credits, accruals and reserves, and capitalized start-up costs.

The Company has provided a valuation allowance for its entire net deferred tax assets since inception as, due to its history of operating losses, the Company has concluded that it is more likely than not that its deferred tax assets will not be realized.

The Company has no unrecognized tax benefits.

The Company classifies interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations and comprehensive loss as general and administrative expenses.

The Company classifies interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations and comprehensive loss as selling, general and administrative expenses.

No such expenses have been recognized during the years ended December 31, 2025, 2024 and 2023.

Upon the issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity , FASB ASC Topic 505, Equity , FASB ASC 815, Derivatives and Hedging, and ASC 718, Compensation - Stock Compensation , and classifies warrants for common stock as liabilities or equity.

Warrants are classified as liabilities when the Company may be required to settle a warrant exercise in cash and classified as equity when the Company settles a warrant exercise in shares of its common stock.

Upon the issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue.

Warrants for common stock are classified as liabilities when the Company may be required to settle the warrants in cash and classified as equity when the Company will settle the warrants in shares of its common stock.

Segment Information

The Company manages its operations as a single segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company manages its operations as a single operating segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The CODM reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Report Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

ASU 2023-07 is effective for the Company’s annual reporting period beginning after December 15, 2023, and subsequent interim periods, with early adoption permitted.

ASU 2023-07 requires retrospective application to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 effective December 31, 2024 and adoption of this ASU did not materially impact the Company’s consolidated financial statements.

See Note 15, Segment Information, for disclosures related to the adoption of ASU 2023-07.

Recent Accounting Pronouncements – To Be Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date.

The Company does not believe that the adoption of recently issued standards have or may have a material impact on the Company’s consolidated financial statements or disclosures.

Recently Issued Accounting Standard Updates

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

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

ASU 2023-09 requires a company's annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024.

Adoption is either with a prospective method or a fully retrospective method of transition.

Early adoption is permitted.

The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its consolidated financial statements.

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

The guidance in ASU 2023-09 improves the transparency of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-09 effective December 31, 2025 and adoption of this ASU did not materially impact the Company’s consolidated financial statements.

See Note 15, Income Taxes, for disclosures related to the adoption of ASU 2023-09.

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

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the face of the income statement into specific categories.

ASU 2024-03 is effective for the Company's annual reporting periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The requirements will be applied prospectively with the option for retrospective application.

The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its consolidated financial statements.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s investments consisted of the following as of December 31, 2024 and 2023:

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

December 31, 2024

Money market funds $ 96,058 $ — $ — $ 96,058

treasury securities 286,039 196 ( 320 ) 285,915

The guidance in ASU 2024-03 is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods

presented in the financial statements.

The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS

Marketable Securities

The Company’s marketable securities consisted of the following as of December 31, 2025 and 2024 (in thousands):

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

As of December 31, 2025

agency and treasury securities $ 223,526 $ 254 $ ( 9 ) $ 223,771

Corporate paper and bonds 438,297 241 ( 39 ) 438,499

International corporate bond holdings 4,995 — — 4,995

Total $ 661,823 $ 495 $ ( 48 ) $ 662,270

December 31, 2023

Money market funds $ 77,724 $ 7 $ — $ 77,731

treasury securities 148,423 255 ( 5 ) 148,673

As of December 31, 2024

agency and treasury securities $ 286,039 $ 196 $ ( 320 ) $ 285,915

Corporate paper and bonds 331,961 361 ( 247 ) 332,075

International corporate bond holdings 9,304 24 — 9,328

Total $ 618,000 $ 557 $ ( 567 ) $ 617,990

The money market funds above are included in cash and cash equivalents on the Company’s consolidated balance sheets.

The Company considers the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

As of December 31, 2025, the Company considers the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

The Company has the intent and ability to hold such investments until their recovery at fair value.

The Company had no realized gains in its available for sale securities for the years ended December 31, 2024, 2023, or 2022.

The Company did not have any realized gains or losses in its available for sale securities for the years ended December 31, 2025, 2024, or 2023.

The Company did not have any sales of marketable securities during the years ended December 31, 2025, 2024, or 2023.

The contractual maturity dates of the Company’s investments are all less than 36 months.

Fair Value Measurements

The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis:

(in thousands) Quoted Prices in Active Markets

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands):

Quoted Prices in Active Markets

(Level 1) Significant Other Observable Inputs

1 unchanged sentence

(Level 3) Total

December 31, 2024

As of December 31, 2025

Cash equivalents:

Money market funds $ 191,308 $ — $ — $ 191,308

Short-term investments:

treasury securities 21,692 264,223 — 285,915

Corporate paper and bonds — 14,624 — 14,624

International corporate bond holdings — 4,995 — 4,995

Total cash equivalents and short-term investments $ 117,750 $ 596,298 $ — $ 714,048

December 31, 2023

Marketable securities:

agency and treasury securities — 223,771 — 223,771

Corporate paper and bonds — 438,499 — 438,499

Total cash equivalents and marketable securities $ 191,308 $ 676,894 $ — $ 868,202

Derivative liability $ — $ — $ 20,030 $ 20,030

Total liabilities $ — $ — $ 20,030 $ 20,030

As of December 31, 2024

Cash equivalents:

Money market funds $ 96,058 $ — $ — $ 96,058

corporate paper and bonds — 10,978 — 10,978

Short-term investments:

treasury securities — 148,673 — 148,673

Marketable securities:

agency and treasury securities 21,692 264,223 — 285,915

Corporate paper and bonds — 332,075 — 332,075

International corporate bond holdings — 9,328 — 9,328

Total cash equivalents and short-term investments $ 77,731 $ 385,521 $ — $ 463,252

Total cash equivalents and marketable securities $ 117,750 $ 596,298 $ — $ 714,048

The fair value of the Company’s Level 1 cash equivalents is based on quoted market prices in active markets with no valuation adjustment.

The fair value of the Company’s Level 2 cash equivalents and marketable securities, consisting of securities with original maturities of three months or less and 36 months or less, respectively, are determined through third-party pricing services.

The amortized cost of cash equivalents approximates the fair value.

There have been no impairments of the Company’s assets measured and carried at fair value during the years ended December 31, 2025 and 2024.

In addition, there were no changes in valuation techniques or transfers between Level 1, Level 2 and Level 3 financial assets during the years ended December 31, 2025 and 2024.

For information on the fair value of the derivative liability, see Note 7, Purchase and Sale of the Revenue Participation Right .

The Company believes the terms of its long-term debt, net and liability related to the sale of future revenue, net which were both entered into in October 2025 reflect current market conditions for instruments with similar terms and maturity, therefore the carrying value of the Company's long-term liabilities approximate their fair value based on Level 3 of the fair value hierarchy.

PROPERTY AND EQUIPMENT

8 unchanged sentences

Property and equipment, net $ 1,228 $ 1,236

During the years ended December 31, 2024, 2023, and 2022, depreciation and amortization expense was $ 0.5 million, $ 0.5 million and $ 0.3 million, respectively.

During each of the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense was $ 0.5 million.

ACCRUED LIABILITIES

1 unchanged sentence

(in thousands)

Accrued outsourced clinical trials and nonclinical studies $ 30,955 $ 10,724

Accrued employee compensation and related taxes 10,638 10,513

Operating lease liability, short-term 513 843

Accrued legal fees and expenses 1,245 399

Accrued other professional service fees 1,078 473

Value of liability-classified stock purchase warrants 100 100

Accrued interest payable 154 154

Accrued compensation and related benefits $ 19,657 $ 10,638

Accrued outsourced manufacturing 15,987 19,370

Accrued milestone payment 10,000 —

Accrued outsourced clinical and nonclinical studies 8,595 11,585

Accrued professional fees 3,827 2,323

Other accrued liabilities 2,442 860

Operating lease liabilities, short-term 753 513

Accrued interest payable 385 154

Deferred revenue, current - related party 367 288

Total accrued liabilities $ 62,013 $ 45,731

2 unchanged sentences

(“Hercules”) and certain other lenders named therein (the “Lenders”).

Under the Hercules Loan and Security Agreement, the Lenders provided the Company with access to a term loan with an aggregate principal amount of up to $ 75.0 million, in four tranches (collectively the “Term Loan”), including an initial tranche of $ 25.0 million, available to the Company through June 15, 2023.

Upon signing the Hercules Loan and Security Agreement, the Company drew an initial principal amount of $ 5.0 million (the “initial draw”).

The Company incurred debt issuance costs of $ 0.2 million in connection with the Term Loan and paid to the Lenders a facility fee of $ 0.1 million, as well as $ 0.1 million of other expenses incurred by the Lenders and reimbursed by the Company (“Lender Expenses”) in connection with the initial draw.

The debt issuance costs and the Lender Expenses were being amortized as additional interest expense over the term of the loan.

The Company was originally obligated to make interest-only payments through April 1, 2024, which was extended to October 1, 2024 upon achievement of a development milestone in August 2022.

In addition, the Borrower was required to pay an end-of-term fee equal to 6 % of the principal amount of funded Term Loan advances at maturity, which were being accreted as additional interest expense over the term of the loan.

The obligations of the Borrower under the Hercules Loan and Security Agreement were secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

The Term Loan had a maturity date of October 1, 2026.

In August 2023, the Company executed an amendment to the Hercules Loan and Security Agreement (the “Hercules Amendment”) to modify certain terms of the agreement and increase the aggregate principal amount of up to $ 150.0 million.

Upon execution of the Hercules Amendment, the Company drew a principal amount of $ 15.0 million.

The Hercules Amendment was determined to substantially alter the Hercules Loan and Security Agreement and therefore was accounted for as a debt extinguishment.

The Company recognized a loss on debt extinguishment of $ 0.2 million in August 2023 related to unamortized debt discount and debt issuance costs.

Under the Hercules Amendment, the Lenders provided the Company access to an increased term loan with an aggregate principal amount of up to $ 150.0 million, in four tranches (collectively the “Amended Term Loan”), consisting of (1) an initial tranche of $ 50.0 million, $ 5.0 million of which was drawn at closing of the Hercules Loan and Security Agreement in April 2022, $ 15.0 million of which was drawn at closing of the Hercules Amendment in August 2023, $ 5.0 million of which was available through December 15, 2023, and $ 25.0 million of which was available from July 1, 2024 through December 15, 2024;

(2) a second tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through February 15, 2025;

(3) a third tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through March 31, 2025;

and (4) a fourth tranche of $ 60.0 million subject to approval by the Lenders’ investment committee(s), available through June 15, 2025.

As of December 31, 2024, the milestones for the second and third tranches have been achieved.

The obligations

of the Borrower under the Hercules Amendment agreement are secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

The Amended Term Loan has a maturity date of October 1, 2026.

The Amended Term Loan bears interest at a floating per annum rate equal to the greater of (i) 7.45 % and (ii) 4.2 % above the Prime Rate (as defined therein), provided that the Term Loan interest rate shall not exceed a per annum rate of 8.95 %.

Interest is payable monthly in arrears on the first day of each month.

Under the Hercules Loan and Security Agreement, the Lenders provided the Borrower with access to a term loan with an aggregate principal amount of up to $ 75.0 million, in four tranches, including an initial tranche of $ 25.0 million.

Upon signing the Hercules Loan and Security Agreement, the Borrower drew an initial principal amount of $ 5.0 million.

The Borrower was originally obligated to make interest-only payments through April 1, 2024, which was extended to October 1, 2024 upon achievement of a development milestone in August 2022.

In August 2023, the Borrower executed the first amendment to the Hercules Loan and Security Agreement (the “Hercules First Amendment”) to modify certain terms of the agreement, extend the maturity date to October 1, 2026 and increase the aggregate principal amount of up to $ 150.0 million, in four tranches, consisting of (i) an initial tranche of $ 50.0 million, $ 25.0 million of which was available through December 15, 2023 and $ 25.0 million of which was available from July 1, 2024 through December 15, 2024;

(ii) a second tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through February 15, 2025;

(iii) a third tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, which

was available through March 31, 2025;

and (iv) a fourth tranche of $ 60.0 million subject to approval by the Lenders’ investment committee(s), which was available through June 15, 2025.

Upon execution of the Hercules First Amendment, the Borrower drew an additional principal amount of $ 15.0 million, increasing the cumulative amount drawn to $ 20.0 million.

The obligations of the Borrower under the Hercules First Amendment agreement were secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

In October 2025, the Borrower executed a second amendment (the “Hercules Second Amendment”) to its Hercules Loan and Security Agreement.

Under the Hercules Second Amendment, the term loan facility was amended to extend the maturity date to October 1, 2030 and provide an aggregate principal amount of up to $ 300.0 million, consisting of (i) an initial tranche of $ 100.0 million (“Tranche 1”), comprised of $ 30.0 million drawn upon execution of the Hercules Second Amendment, increasing the cumulative amount drawn to $ 50.0 million, $ 25.0 million (“Tranche 1B”) available through September 15, 2026, and $ 25.0 million available from the earlier to occur of the expiration or full funding of Tranche 1B through December 15, 2026, (ii) a second tranche of $ 50.0 million (“Tranche 2”), subject to achievement of certain regulatory milestones, available from (A) the earlier to occur of the full draw of Tranche 1 and December 15, 2025 through (B) the earlier to occur of June 15, 2027 and the date that is 60 days following such achievement of such regulatory milestones (the “Tranche 2 Expiration Date”), (iii) a third tranche of $ 50.0 million (“Tranche 3”), subject to achievement of certain regulatory milestones, available from (A) the earlier to occur of the full draw of Tranche 2 and the Tranche 2 Expiration Date through (B) the earlier to occur of June 15, 2027 and the date that is 60 days following such achievement of such regulatory milestones (the “Tranche 3 Expiration Date”), (iv) a fourth tranche of $ 50.0 million, subject to achievement of a certain revenue milestone, available from (A) the earlier to occur of the full draw of Tranche 3 and the Tranche 3 Expiration Date through (B) March 15, 2028, and (v) a fifth tranche of $ 50.0 million, subject to approval by the Lenders’ investment committee(s), available through October 1, 2030.

The milestones for Tranche 2, Tranche 3 and Tranche 4 have not yet been achieved.

The obligations of the Borrower under the Hercules Second Amendment are secured by substantially all of the assets of the Borrower.

The amended term loan facility bears interest at a floating per annum rate equal to the greater of 8.95 % and 1.45 % above the Prime Rate (as defined therein), provided that the interest rate will not exceed a per annum rate of 9.45 %.

Interest is payable monthly in arrears on the first business day of each month.

The interest rate as of December 31, 2025 was 8.95 %.

Per the terms of the Hercules Amendment, the Company was originally obligated to make interest-only payments through April 1, 2025.

Upon achievement of certain development milestones related to topline results for the Company’s phase 3 THRIVE trial in September 2024, the interest-only period was extended to October 1, 2025.

Upon achievement of additional development milestones related to topline results for the Company’s phase 3 THRIVE-2 trial in December 2024, the interest-only period was further extended to April 1, 2026.

The Borrower is required to repay the Amended Term Loan amount in equal monthly installments of the principal amount and interest between the end of the interest-only period and the maturity date of October 1, 2026.

In addition, the Borrower is required to pay an end-of-term fee equal to 6 % of the principal amount of funded Amended Term Loan advances at maturity, which are being accreted as additional interest expense over the term of the loan.

The total cost of all items (cash interest, the amortization/accretion of the debt issuance costs and the end-of-term fee) is being recognized as interest expense using an effective interest rate of approximately 9.3 %.

Under the Hercules Second Amendment, the Borrower is obligated to make interest-only payments through October 1, 2029.

If certain regulatory milestones are met, then the interest-only period will be extended to October 1, 2030.

The Borrower is required to repay the outstanding amount of the term loan facility in equal monthly installments of the principal amount and interest between the end of the interest-only period and the maturity date of October 1, 2030.

In addition, the Borrower is required to pay an end-of-term fee equal to 4.25 % of the principal amount of funded advances if the term loan facility is repaid on or prior to October 17, 2027 or 6.00 % of the principal amount of funded advances at maturity if the term loan facility is repaid after October 17, 2027.

The total cost of all items (cash interest, debt issuance costs and end-of-term fees) is being recognized as interest expense using an effective interest rate of approximately 13.0 %.

The Company recorded interest expense of $ 3.1 million, $ 2.2 million and $ 1.3 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The following table summarizes the impact of the Term Loan, on the Company’s consolidated balance sheet at December 31, 2024 and 2023:

The following table summarizes the components of the amended term loan facility, on the Company’s consolidated balance sheets at December 31, 2025 and 2024:

(in thousands)

Gross proceeds 20,000 20,000

Accrued end-of-term fee 582 205

Gross proceeds outstanding $ 50,000 $ 20,000

Accrued end-of-term fees 400 582

Unamortized debt issuance costs ( 460 ) —

Carrying value $ 49,940 $ 20,582

The carrying value of the Amended Term Loan approximates its fair value.

Future principal payments, which exclude the end-of-term fee, in connection with the Hercules Loan and Security Agreement as of December 31, 2024 are as follows (in thousands):

Future principal payments, which exclude the end-of-term fee as of December 31, 2025 are as follows (in thousands):

Fiscal Year Principal Payments

Total $ 50,000

COLLABORATION AGREEMENTS

License Agreement with Zenas BioPharma

In October 2020, the Company became party to a license agreement with Zenas BioPharma (Cayman) Limited (now Zenas BioPharma, Inc., their successor in interest, “Zenas BioPharma”) to license technology comprising certain materials, patent rights, and know-how to Zenas BioPharma.

Since February 2021, the Company has entered into several letter agreements with Zenas BioPharma pursuant to which the Company agreed to provide assistance to Zenas BioPharma with certain development activities, including manufacturing.

In May 2022, the Company entered into a Manufacturing Development and Supply Agreement with Zenas BioPharma to manufacture and supply, or to have manufactured and supplied, clinical drug product for developmental purposes.

The license agreement and subsequent letter agreements and supply agreement (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes.

PURCHASE AND SALE OF THE REVENUE PARTICIPATION RIGHT

Liability Related to the Sale of Future Revenue

In October 2025, the Company and DRI Healthcare Acquisitions LP (“DRI”) entered into a Purchase and Sale Agreement of revenue participation right (the “DRI Purchase and Sale Agreement”), pursuant to which DRI purchased rights to certain revenue streams in the U.S.

from the Company in exchange for up to $ 300.0 million in consideration, including $ 55.0 million paid at signing and conditional payments consisting of:

(i) $ 25.0 million that is payable following the achievement of certain milestones with respect to the Company’s elegrobart pivotal phase 3 clinical trials, REVEAL-1 and REVEAL-2, on or before a specified date;

(ii) $ 75.0 million that is payable following receipt of marketing approval for veligrotug from the FDA on or before a specified date;

(iii) $ 15.0 million that is payable if the events set forth in the foregoing clauses (1) and (2) are met;

(iv) $ 50.0 million that is payable following receipt of marketing approval for elegrobart from the FDA on or before a specified date;

(v) at the Company’s election, $ 50.0 million that is payable following the Company’s achievement of net sales of certain products equal to or exceeding $ 1.1 billion on or before a specified date;

and (vi) an additional $ 30.0 million that may be payable to the Company at a time and pursuant to financial terms agreed upon by the Company and DRI at such time.

The DRI Purchase and Sale Agreement contains customary representations, warranties and indemnities of the Company and DRI and customary covenants on the part of the Company, as well as a limit on the amount of incurrence of certain types of indebtedness, which limit automatically terminates a certain period of time following receipt of marketing approval for veligrotug in the U.S.

The DRI Purchase and Sale Agreement requires the Company to pay tiered royalties to DRI based on net sales of veligrotug, elegrobart and certain other related products (the “Net Sales Royalties”).

The royalties consist of (i) 7.5 % of annual U.S.

net sales up to and including $ 600 million, which royalties could increase to low-double digits if marketing approval for elegrobart is not received prior to a speciﬁed date, (ii) 0.8 % of annual U.S.

net sales above $ 600 million and up to and including $ 900 million, (iii) 0.25 % of annual U.S.

net sales above $ 900 million and up to $ 2 billion, and (iv) no royalty owed for annual U.S.

net sales in excess of $ 2 billion.

The DRI Purchase and Sale Agreement may only be terminated upon repayment by the Company of a certain multiplier of the consideration paid to the Company by DRI (less payments by the Company to DRI to date) on or prior to a certain date or repayment by an acquirer of the Company of a certain multiplier of the consideration paid by DRI to the Company, less payments by the Company to DRI to date, following a change of control of the Company.

The Company determined that the DRI Purchase and Sale Agreement is considered a sale of future revenues and is treated as a financing liability according to ASC 470, Debt , based on the specific facts and circumstances including the Company’s significant continuing involvement in the generation of the cash flows due to DRI.

The sale of future revenue liability is accounted for as debt and is recorded at cost.

After initial recognition of the debt instrument, the Company will use the effective interest method to account for the amount recorded as debt on its balance sheet.

The effective interest rate is the rate that equates the present value of the estimated future cash flows with the carrying amount of the liability related to the sale of future revenue.

The estimate of future cash flows includes estimated future Net Sales Royalties to be paid to DRI and the receipt of conditional payments from DRI that were deemed probable of achievement at inception.

The interest rate on this financing liability may vary during the term of the agreement depending on a number of factors, including the Company’s net sales forecast and the probability of achieving certain milestones.

The Company evaluates the interest rate used to amortize the liability related to the sale of future revenue quarterly based on its expectations of future net sales and current market conditions using the prospective method.

A significant increase or decrease in actual or forecasted net sales or changes in expected achievement of certain milestones may materially impact the liability, interest expense, and the time period for repayment.

The conditional payments represent loan commitments that are not treated as freestanding financial instruments and qualify for the derivative scope exception under ASC 815, Derivatives and Hedging , and therefore have not been bifurcated and accounted for separately.

Upon receipt of the $ 55.0 million payment from DRI at the close of the DRI Purchase and Sale Agreement, the Company recorded a liability related to the sale of future revenue of $ 32.4 million, net of the proportionate debt issuance costs allocated to it and the initial fair value of the bifurcated derivative liability.

The Company accrued $ 1.8 million in interest expense during the year ended December 31, 2025.

As of December 31, 2025, no payments of Net Sales Royalties to DRI have been made or accrued.

As of December 31, 2025, the net carrying amount of the liability related to the sale of future revenue was $ 34.2 million.

The imputed effective annual interest rate for the liability related to the sale of future revenue was 21.2 % as of December 31, 2025.

The following table summarizes the activity of the liability related to the sale of future revenue for the year ended December 31, 2025 (in thousands):

Proceeds from the sale of future revenue $ 55,000

Initial fair value of derivative liability ( 19,330 )

Issuance costs ( 3,231 )

Non-cash interest expense recognized 1,805

Liability related to the sale of future revenue $ 34,244

Derivative Liability

In the event of a change of control of the Company at, or prior to, January 1, 2035, the DRI Purchase and Sale Agreement provides the Company an option to repurchase, and DRI an option to require the Company to repurchase, the revenue participation right from DRI (the “Put/Call Option”).

Upon exercise of the Put/Call Option by the Company or DRI, the DRI Purchase and Sale Agreement will terminate, and the Company will become obligated to pay the applicable multiplier of the consideration paid to the Company by DRI to date, less the payments of Net Sales Royalties paid to DRI by the Company to date.

The Put/Call Option is an embedded derivative pursuant to ASC 815, Derivatives and Hedging , that must be bifurcated and measured at fair value initially and at each subsequent reporting period.

The Company estimated the fair value of the derivative liability using a “with-and-without” method, which involves determining the fair value of the entire financial liability instrument, inclusive of all terms, features, and conditions, and separately determining the fair value of the financial liability instrument excluding the derivative.

The difference between the fair value of the entire financial liability instrument including the derivative and the fair value of the financial liability instrument excluding the derivative represents the fair value of the derivative liability.

The estimated probability and timing of a change in control event that triggers the exercisability of the Put/Call Option, the estimated cash flows and the discount rate used are Level 3 significant unobservable inputs used to determine the fair value of the derivative liability.

Management concluded the probability of exercise of the Put/Call Option to be remote.

The estimated market yield used to measure the fair value of the derivative was 9.3 % and 11.5 % as of inception and December 31, 2025, respectively.

The initial fair value allocated to the derivative liability as of the close of the DRI Purchase and Sale Agreement was $ 19.3 million.

Issuance costs of $ 1.8 million allocated to the derivative were recorded to expense as a component of other expense, net in the consolidated statements of operations and comprehensive loss.

The derivative liability is subsequently remeasured at fair value each reporting period, with changes in fair value being recorded as a component of other expense, net in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, the fair value of the derivative liability was $ 20.0 million and the Company recognized expense of $ 0.7 million relating to the change in fair value of the derivative liability from inception to December 31, 2025.

The following table presents the activity of the derivative liability for the year ended December 31, 2025 (in thousands):

Initial fair value of derivative liability $ 19,330

Change in fair value 700

Carrying value as of December 31, 2025 $ 20,030

COLLABORATION AND LICENSE AGREEMENTS

License Agreement with Zenas BioPharma, Inc.

In October 2020, the Company entered into a license agreement with Zenas BioPharma (Cayman) Limited (now Zenas BioPharma, Inc., its successor in interest, “Zenas BioPharma”) to license technology comprising certain materials, patent rights, and know-how to Zenas BioPharma.

Subsequently, the Company entered into several letter agreements to assist Zenas BioPharma with its development activities and a manufacturing development and supply agreement to manufacture and supply, or to have manufactured and supplied, clinical drug product for Zenas BioPharma’s development activities.

These agreements (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes.

Under the terms of the Zenas Agreements, the Company granted Zenas BioPharma an exclusive license to develop, manufacture, and commercialize certain IGF-1R directed antibody products for non-oncology indications in the greater area of China.

In January 2025, Zenas BioPharma sublicensed their rights under the license agreement to Zai Lab (Hong Kong)

Limited (“Zai Lab”) and assigned the Manufacturing Development and Supply Agreement to Zai Lab in connection with the sublicense transaction.

As consideration for the Zenas Agreements, the transaction price included upfront non-cash consideration and variable consideration in the form of payment for the Company’s goods and services and milestone payments due upon the achievement of specified events.

Under the Zenas Agreements, the Company can receive non-refundable milestone payments upon achieving specific milestone events during the contract term.

Additionally, the Company may receive royalty payments based on a percentage of the annual net sales of any licensed products sold on a country-by-country basis in the greater area of China.

Additionally, the Company may receive royalty payments based on a percentage of the annual net sales of any licensed products sold on a country-by-country basis in the greater area of China throughout the royalty term.

The royalty percentage may vary based on different tiers of annual net sales of the licensed products made.

Zenas BioPharma is obligated to make royalty payments to the Company for the royalty term in the Zenas Agreements.

The Zenas Agreements would qualify as a collaborative arrangement under the scope of ASC, Topic 808, Collaborative Arrangements (“ASC 808”).

While this arrangement is in the scope of ASC 808, the Company applied ASC 606 to account for certain aspects of this arrangement.

The Company applied ASC 606 for certain activities within the arrangement associated with the Company’s transfer of a good or service (i.e., a unit of account) that is part of the Company’s ongoing major or central operations.

While the Zenas Agreements are in the scope of ASC Topic 808, Collaborative Arrangements, the Company applied ASC 606 to account for certain activities related to the Company’s transfer of a good or service (i.e., a unit of account) that is part of the Company’s ongoing major or central operations.

The Company allocated the transaction price based on the relative estimated standalone selling prices of each performance obligation or, in the case of certain variable consideration, to one or more performance obligations.

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For the sales-based royalties included in the arrangement, the license was deemed to be the predominant item to which the royalties relate.

The Company will recognize royalty revenues at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 0.3 million, $ 0.3 million and $ 1.8 million, respectively, of collaboration revenue related to the Zenas Agreements.

In January 2024, the Company entered into a letter agreement with Zenas BioPharma (the “Zenas Letter Agreement”) pursuant to which Zenas BioPharma agreed to support the Company’s THRIVE-2 and STRIVE trials by initiating and managing the studies in China.

Under the Zenas Letter Agreement, the Company agreed to reimburse costs incurred by Zenas BioPharma, including a full-time equivalent rate for services rendered.

In connection with the execution of the Zenas Letter Agreement, the Company made an initial payment of $ 1.5 million, which was recorded as research and development expense during the year ended December 31, 2024 as services were performed.

In January 2025, the Company entered into the third amendment to license agreement (the “Third Amendment”) to modify certain provisions of the Zenas Agreements, including provisions related to future milestones.

As of December 31, 2024 and 2023, the Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5 % of the Company’s common stock and is also a 5 % or greater stockholder of Zenas BioPharma and has a seat on Zenas BioPharma’s board of directors.

The Company will recognize royalty revenues at the later of when the related sales occur or when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

In January 2024, Zenas BioPharma agreed to support the Company’s THRIVE-2 and STRIVE trials by initiating and managing the studies in China.

During the years ended December 31, 2025 and 2024, the Company recorded $ 0.4 million and $ 1.5 million, respectively, in research and development expense related to the Zenas Agreements.

In January 2025, Zenas BioPharma sublicensed their rights under the license agreement to Zai Lab (Hong Kong) Limited (“Zai Lab”) and assigned to them the manufacturing development and supply agreement.

In July 2025, the Company entered into a side agreement with Zai Lab (the “Side Agreement”), with Zenas BioPharma as countersigner, pursuant to which the Company agreed to provide certain services directly to Zai Lab to support development and commercialization activities.

Under the Side Agreement, the Company will charge Zai Lab a fixed hourly rate for services, plus reimbursement of out-of-pocket costs.

In August 2025, the Company entered into a material transfer agreement (the “MTA”) with Zai Lab, to supply certain materials for clinical trial use in exchange for a fixed payment.

The Side Agreement and MTA were evaluated under ASC 606 and determined to be contract modifications to the Zenas Agreements.

The services provided under the Side Agreement and materials provided under the MTA to Zai Lab as a sublicensee of Zenas BioPharma are not distinct from those in the Zenas Agreements, as they are integral to the research and development activities enabled by the original license and therefore do not represent a separate performance obligation.

As a result, the modifications do not meet the criteria to be accounted for as separate contracts.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 0.8 million, $ 0.3 million and $ 0.3 million, respectively, of collaboration revenue - related party associated with the Zenas Agreements.

The Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5 % of the Company’s capital stock and a member of Fairmount has a seat on Zenas BioPharma’s board of directors.

The Side Agreement and MTA with Zai Lab are also considered related party transactions of the Company because Zenas BioPharma has determined Zai Lab is its related party.

Antibody and Discovery Option Agreement with Paragon Therapeutics, Inc.

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Additionally, Paragon agreed to grant the Company an option for an exclusive license to all of Paragon’s right, title and interest in and to certain antibody technology and the Final Deliverable, and a non-exclusive license to certain background intellectual property owned by Paragon solely to research, develop, make, use, sell, offer for sale and import of the licensed intellectual property and resulting products worldwide (each, an “Option” and together, the “Options”).

Paragon also granted to the Company a limited, exclusive, royalty-free license, without the right to sublicense, to certain antibody technology and the Final

Deliverable, and a non-exclusive, royalty-free license without the right to sublicense, under certain background intellectual property owned by Paragon, solely to evaluate the antibody technology and Option and for the purpose of allowing the Company to determine whether to exercise the Option with respect to certain programs.

Paragon also granted to the Company a limited, exclusive, royalty-free license, without the right to sublicense, to certain antibody technology and the Final Deliverable, and a non-exclusive, royalty-free license without the right to sublicense, under certain background intellectual property owned by Paragon, solely to evaluate the antibody technology and Option and for the purpose of allowing the Company to determine whether to exercise the Option with respect to certain programs.

The Company may, at its sole discretion, exercise the Option with respect to specified programs (“Programs”) at any time until the date that is 90 days after the Company’s receipt of the Final Deliverable the applicable program, or such longer period as agreed upon by the parties (“Option Period”) by delivering written notice of such exercise to Paragon.

If the Company fails to exercise an Option prior to expiration of the applicable Option Period, such Option for such Programs will terminate.

In consideration for Paragon’s grant of the Options to the Company, the Company paid to Paragon a non-refundable, non-creditable one-time fee of $ 2.5 million, which was recorded as research and development expense during the three months ended March 31, 2022.

In December 2022, the Company and Paragon entered into a first amendment to the Paragon Research Agreement, under which the Company obtained an additional limited license for the purpose of conducting certain activities.

In consideration for the rights and licenses obtained under the first amendment, Viridian paid Paragon a non-refundable fee of $ 2.3 million (the “First Amendment Payment”), which was recorded as research and development expense during the three months ended December 31, 2022.

The non-refundable upfront fee and the First Amendment Payment are separate from any development costs or cost advance paid or owing with respect to the specified program.

In October 2023, the Company entered into a License Agreement with Paragon (the “Paragon License Agreement”) as a result of exercising its Option under the Paragon Research Agreement to obtain exclusive licenses to develop, manufacture and commercialize certain antibodies, proteins and associated products.

In connection with the execution of the Paragon License Agreement, the Company made an initial payment of $ 5.3 million, which was recorded as research and development expense during the three months ended December 31, 2023.

As further described below, the Paragon License Agreement was amended and restated by the Amended and Restated License Agreement with Paragon in September 2024.

In January 2024, the Company entered into a letter agreement with Paragon pursuant to which Paragon agreed to continue to perform development activities under the existing Paragon Research Agreement and Paragon License Agreement, which the Company renewed in July 2024.

In consideration for the development activities to be conducted by Paragon, the Company will reimburse Paragon for actual development costs incurred and agreed upon development fees in exchange for Paragon’s commitment of the necessary personnel and resources to perform these activities.

In September 2024, the Company entered into a second amendment to the Paragon Research Agreement to include additional development activities to be performed by Paragon.

Under the amended Paragon Research Agreement, the Company will be obligated to make a one-time non-refundable payment of $ 3.5 million to Paragon following the achievement of certain research and development objectives.

The Company achieved such objectives in February 2025 and the $ 3.5 million payment was recorded as research and development expense during the three months ended March 31, 2025.

In September 2024, the Company entered into the Amended and Restated License Agreement with Paragon (the “Amended Paragon License Agreement”) which amended and restated the Paragon License Agreement.

In connection with the execution of the Amended Paragon License Agreement, the Company paid Paragon a non-refundable fee of $ 4.0 million in September 2024, which was recorded as research and development expense during the three months ended September 30, 2024.

In consideration for rights granted by Paragon, the Company is obligated to make certain future milestone payments of up to $ 16.0 million on a program-by-program basis upon the achievement of specified clinical and regulatory milestones, with total milestone payments under all programs not to exceed $ 40.0 million.

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During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 4.5 million, $ 14.2 million and $ 12.0 million, respectively, in research and development costs related to the Paragon Research Agreement and Amended Paragon License Agreement (collectively, the “Paragon Agreements”).

As of December 31, 2024 and 2023, the Paragon Agreements are considered a related party transaction because Fairmount beneficially owns more than 5 % of the Company’s capital stock and has two seats on the Company’s board of directors, and beneficially owns more than 5 % of Paragon, which is a joint venture between Fairmount and FairJourney Biologics, and has appointed the sole director on Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, a related party balance with Paragon of $ 0.8 million is included in prepaid expenses and other current assets on the consolidated balance sheets.

The Paragon Agreements are considered related party transactions because Fairmount beneficially owns more than 5 % of the Company’s capital stock and beneficially owns more than 5 % of Paragon’s capital stock, which is a joint venture between Fairmount and FairJourney Biologics, has appointed the sole director on Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers.

Collaboration and License Agreement with Kissei Pharmaceutical Co., Ltd.

In July 2025, the Company and Kissei Pharmaceutical Co., Ltd.

(“Kissei”) entered into a Collaboration and License Agreement (the “Kissei Agreement”) pursuant to which the Company granted to Kissei an exclusive license to develop and commercialize products containing veligrotug and elegrobart for potential treatments, including treatment of TED, in Japan, and a non-exclusive license to manufacture such licensed products worldwide for use in Japan under certain limited circumstances.

The transaction price under the Kissei Agreement included a one-time, non-refundable and non-creditable upfront cash payment to the Company of $ 70.0 million.

Additionally, the Company is eligible to receive up to an additional $ 315.0 million of non-refundable milestone payments upon achieving specific milestone events during the contract term, as well as tiered royalty payments ranging from percentages in the twenties to the mid-thirties based on the annual net sales of any licensed products sold in Japan.

Kissei is obligated to make royalty payments to the Company for the royalty term as defined in the Kissei Agreement.

The term of the Kissei Agreement will continue until expiration of the last to expire payment obligations, unless terminated earlier.

Kissei has the right to terminate the Kissei Agreement for convenience with written notice of certain periods.

The Company may terminate the Kissei Agreement under certain conditions.

In addition, either party may terminate the Kissei Agreement for the other party’s material breach or insolvency.

The Company evaluated the Kissei Agreement in accordance with ASC 606 and concluded that the contract counterparty, Kissei, is a customer.

The Company evaluated the promised goods and services within the Kissei Agreement and determined which goods and services were separate performance obligations.

The Company determined the Kissei Agreement had two performance obligations:

granting the exclusive licenses to develop and commercialize veligrotug, and granting the exclusive license to develop and commercialize elegrobart.

The performance obligations were satisfied concurrently at a point in time upon the granting of the license rights at contract inception.

At the inception of the arrangement, the Company evaluated whether the milestones were considered probable of being reached and estimated the amount to be included in the transaction price using the most likely amount method.

As it was not probable that a significant revenue reversal would not occur, none of the associated milestone payments were included in the transaction price at contract inception.

For the sales-based royalties included in the arrangement, the license was deemed to be the predominant item to which the royalties relate.

The Company will recognize royalty revenues at the later of when the related sales occur or when the performance obligation to which some or all of the royalty has been allocated has been satisfied.

Under the Kissei Agreement, the Company may manufacture and provide clinical supply to Kissei to use in development and commercialization in the licensed territory for consideration, as defined within the Kissei Agreement.

Certain of these provisions were determined to be options to acquire additional goods or services at a price that approximates the stand-alone selling price for that good or service and therefore do not represent material rights, or separate performance obligations, within the context of the Kissei Agreement.

During the year ended December 31, 2025, the Company recognized license revenue of $ 70.0 million related to the Kissei Agreement, associated with the upfront cash payment.

License Agreement with ImmunoGen, Inc.

In October 2020, the Company became party to a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc.

In October 2020, the Company entered into a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc.

(“ImmunoGen”), under which the Company obtained an exclusive, sublicensable, worldwide license to certain patents and other intellectual property rights to develop, manufacture, and commercialize certain products for non-oncology and non-radiopharmaceutical indications.

In consideration for rights granted by ImmunoGen, the Company is obligated to make certain future development milestone payments of up to $ 48.0 million upon the achievement of specified clinical and regulatory milestones.

In December 2021, the Company paid a $ 2.5 million milestone payment to ImmunoGen upon the submission of an investigational new drug (“IND”) application for veligrotug with the FDA.

In May 2022, the Company paid a $ 3.0 million milestone payment to ImmunoGen related to the first patient dosed in the clinical trial for veligrotug.

In December 2022, the Company recorded $ 10.0 million as research and development expense related to a milestone owed to ImmunoGen related to the first patient dosed in a pivotal clinical trial for veligrotug, amount which was paid in January 2023.

Additionally, if the Company successfully commercializes any product candidate subject to the ImmunoGen License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $ 95.0 million.

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The terms of the ImmunoGen License Agreement did not change as a result of this acquisition.

Development and License Agreement with Enable Injections

In December 2025, upon achievement of a development milestone, the Company recorded $ 10.0 million to research and development expense in the consolidated statement of operations and comprehensive loss.

As of December 31, 2025, this amount is included in accrued liabilities on the consolidated balance sheet.

Development and License Agreement with Enable Injections, Inc.

In January 2023, the Company entered into a Development and License Agreement (the “Enable License Agreement”) with Enable Injections, Inc.

(“Enable”), under which Enable granted the Company an exclusive, royalty-bearing, sublicensable, non-transferrable license to (i) develop, commercialize, seek marketing approval for and otherwise use and exploit certain products, and (ii) make and have made such product solely for such permitted uses.

(“Enable”), under which Enable granted to the Company an exclusive, royalty-bearing, sublicensable, non-transferrable license to develop, commercialize, seek marketing approval for and otherwise use and exploit certain

products, and make and have made such product solely for such permitted uses.

Pursuant to the terms of the Enable License Agreement, the Company granted Enable a non-exclusive, royalty-free, non-sublicensable, non-transferable license.

In consideration for the rights granted by Enable the Company paid Enable an initial, non-creditable, non-refundable license fee of $ 15.0 million in January 2023.

This amount is included in research and development expense for the year ended December 31, 2023 in the accompanying consolidated statement operations.

This amount is reflected as a cash outflow from operating activities in the statement of cash flows during the year ended December 31, 2023.

In January 2023, in consideration for the rights granted by Enable, the Company paid Enable an initial, non-creditable, non-refundable license fee of $ 15.0 million.

The Company is obligated to make certain future milestone payments of up to $ 45.0 million upon the achievement of specified development, clinical and regulatory milestones.

Additionally, if the Company is successful in commercializing any product candidate subject to the Enable License Agreement, the Company is obligated to make certain commercial milestone payments of up to $ 150.0 million and royalty payments equal to a percentage in the mid-single digits.

Contingent Value Rights Agreement

In accordance with the merger agreement with miRagen Therapeutics, Inc.

(“miRagen”), on November 4, 2020, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of the Company’s common stock as of November 6, 2020, other than former stockholders of the private entity Viridian Therapeutics, Inc.

(which merged with miRagen), received one contingent value right (a “CVR”) for each share of Company common stock held by such holder on that date.

Under the CVR Agreement, holders of CVRs would have been entitled to receive a portion of the net proceeds for any dispositions of certain legacy miRagen assets consummated through December 31, 2021.

As of December 31, 2021, the disposition period had expired.

There were no dispositions of any such legacy assets prior to that time and, accordingly, there will be no payments made under the CVR Agreement.

The CVR Agreement expires on November 4, 2025.

Exclusive License and Collaboration Agreement

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Under the terms of the agreement, the Company was granted an exclusive, royalty-bearing, worldwide license to develop, manufacture, and commercialize certain licensed compounds and licensed products in the field (the “License”).

In consideration for the rights granted by the License, the Company initially issued 204,843 shares of its common stock to certain stockholders of the third-party.

The shares were valued at $ 5.0 million and recorded as research and development expense during the three months ended

June 30, 2023.

On July 24, 2023, the Company issued 39,059 additional shares of its common stock to certain stockholders of the third-party and recorded the related $ 0.7 million expense as research and development expenses during three months ended September 30, 2023.

Additionally, upon the date when the Company decides to pursue certain studies for the licensed compound under the agreement, the Company was obligated to issue the third-party collaborator the equivalent of $ 10.0 million in shares of its common stock.

In consideration for the rights granted by this agreement, the Company issued 243,902 shares of its common stock to certain stockholders of the third-party.

The shares were valued at $ 5.7 million and recorded as research and development expense during the year ended December 31, 2023.

The Company was also obligated to make certain future milestones of up to $ 55.0 million upon the achievement of certain development milestones.

Remaining development milestone payments would have been payable in cash.

If the Company was successful in commercializing products related to the licensed compound, the Company was also obligated to pay up to $ 60.0 million upon the achievement of certain sales milestones as well as royalty payments equal to a percentage in the mid-single to double digits.

This agreement was terminated on December 30, 2024 and no further financial obligations exist under the Exclusive License and Collaboration Agreement.

In December 2024, this agreement was terminated and no further financial obligations exist.

COMMITMENTS AND CONTINGENCIES

Lease Obligations

Colorado-based Office and Lab Space

The Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space (the “Colorado Lease”).

The Colorado Lease includes rent escalation clauses through the lease term and a Company option to extend the lease term for up to three terms of three years each.

Minimum base lease payments under the Colorado Lease, including the impact of tenant improvement allowances, are recognized on a straight-line basis over the full term of the lease.

The lease term was amended in March 2021 to extend the lease maturity date to December 31, 2024.

Upon adoption of ASC 842 and upon subsequent modification of the lease in 2020 and in March 2021, the Company recognized a right-of-use asset and corresponding lease liability for the Colorado Lease of approximately $ 1.6 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the 12 months expected remaining term.

In September 2024, the Company entered into a new, multi-year lease agreement for its Colorado-based office and lab space (the “New Colorado Lease”).

Under ASC 842, the New Colorado Lease was treated as a lease modification representing an extension of the lease term for a reduced portion of the space currently in use under the existing Colorado Lease.

As of the effective date, the Company recorded a $ 0.3 million increase in the right-of-use asset and corresponding lease liability for the extension of the lease term.

The remaining space under the Colorado Lease terminated at the original maturity date of December 31, 2024.

The New Colorado Lease provides for annual base rent of approximately $ 0.1 million during the lease term.

The Company is also obligated to pay the landlord certain costs, taxes, and operating expenses.

The New Colorado Lease is set to expire in December 2026.

The Company has the option to extend the lease term for an additional period of five years upon notice to the landlord.

The option to extend is not included in the lease term assessment as it is not reasonably certain the Company will exercise the option.

Massachusetts-based Office Space

The Company is party to a multi-year, non-cancelable lease agreement for its Massachusetts-based office space (as subsequently amended in July 2021, April 2022, July 2022, April 2024, and September 2024, the “Massachusetts Lease”).

The Massachusetts Lease includes rent escalation clauses throughout the lease term.

Minimum base lease payments under the Massachusetts Lease are recognized on a straight-line basis over the full term of the Massachusetts Lease.

Upon initial assumption of the Massachusetts Lease in October 2020, the Company recognized a right-of-use asset and corresponding lease liability of $ 0.1 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the expected remaining term.

Waltham, Massachusetts

In October 2020, the Company assumed a multi-year, non-cancelable lease agreement of office space in Waltham, Massachusetts for its corporate headquarters, (as subsequently amended in July 2021, April 2022, July 2022, April 2024, September 2024 and September 2025, the “Massachusetts Lease”).

Fixed and in-substance fixed lease payments under the Massachusetts Lease are recognized on a straight-line basis over the lease term.

In April 2024, the Company entered into a fourth amendment of the Massachusetts Lease (the “Fourth Amendment”).

The Fourth Amendment makes certain modifications to the Massachusetts Lease, including (i) securing 10,427 square feet of office space in a new building suite (the “New Premises”), (ii) the termination of the 10,956 square feet of leased space under the existing Massachusetts Lease (the “Original Premises”), and (iii) the extension of the expiration date of the leased space to five years from the delivery of the New Premises.

The Massachusetts Lease provides for annual base rent of approximately $ 0.5 million during the lease term.

The Company is also obligated to pay the landlord certain costs, taxes and operating expenses.

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The option to extend is not included in the lease term assessment as it is not reasonably certain the Company will exercise the option.

The Company recorded a new right-of-use asset of $ 1.6 million and corresponding lease liability of $ 1.9 million for the New Premises and simultaneously derecognized the right-of-use asset of $ 1.1 million and corresponding lease liability of $ 1.2 million for the Original Premises on the lease commencement date in April 2024.

In September 2024, the Company entered into a fifth amendment of the Massachusetts Lease (the “Fifth Amendment”) to lease an additional 2,788 square feet of office space in the same building.

The Fifth Amendment provides for additional annual base rent of approximately $ 0.1 million for the additional office space and includes annual base rent escalation clauses during the lease term.

The Fifth Amendment was treated as a lease modification accounted for as a separate contract and the Company recorded a new right-of-use asset and corresponding lease liability of approximately $ 0.5 million related to the Fifth Amendment on the lease commencement date.

Future lease payments under noncancellable leases as of December 31, 2024 are as follows:

(in thousands)

Total future minimum lease payments 3,080

The Fifth Amendment provides for additional annual base rent of approximately $ 0.1 million for the additional office space.

In September 2025, the Company entered into a sixth amendment of the Massachusetts Lease (the “Sixth Amendment”) to lease an additional 5,240 square feet of office space in the same building.

The Sixth Amendment provides for additional annual base rent of approximately $ 0.2 million for the additional office space.

The Sixth Amendment was treated as a lease modification accounted for as a separate contract and the Company recorded a new right-of-use asset and corresponding lease liability of approximately $ 0.7 million.

Boulder, Colorado

The Company has a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space (the “Colorado Lease”) with a lease maturity date of December 2024.

In September 2024, the Company entered into a new, multi-year lease agreement for its Colorado-based office and lab space (the “New Colorado Lease”).

Under ASC 842, the New Colorado Lease was treated as a lease modification representing an extension of the lease term to December 2026 for a reduced portion of the space currently in use under the existing Colorado Lease.

As of the effective date, the Company recorded a $ 0.3 million increase in the right-of-use asset and corresponding lease liability.

The remaining space under the Colorado Lease terminated in December 2024.

The Company is obligated to pay the landlord certain costs, taxes, and operating expenses.

The Company has the option to extend the lease term for an additional period of five years upon notice to the landlord.

The option to extend is not included in the lease term as it is not reasonably certain the Company will exercise the option.

Future lease payments under noncancellable leases as of December 31, 2025 are as follows (in thousands):

Year Ending December 31,

Total undiscounted lease liabilities 3,159

imputed interest ( 447 )

Total $ 2,537

As of December 31, 2024, the Company’s operating lease obligations were reflected as short-term operating lease liabilities of $ 0.5 million within accrued liabilities and $ 2.0 million of long-term lease obligations as other liabilities in the Company’s consolidated balance sheets.

Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $ 0.7 million, $ 0.8 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, which was included in operating expense in the consolidated statements of operations and comprehensive loss.

The Company is also required to pay for operating expenses related to the leased space, which were $ 0.4 million, $ 0.4 million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The operating expenses are incurred separately and were not included in the present value of lease payments.

Total discounted lease liabilities $ 2,712

As of December 31, 2025, the Company’s operating lease obligations were reflected as short-term operating lease liabilities of $ 0.8 million within accrued liabilities and $ 1.9 million of long-term lease obligations within other liabilities in the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, the weighted average remaining lease term was 3.5 years and 4.3 years, respectively, and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.2 % and 9.3 %, respectively.

Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease liabilities, amounted to $ 0.7 million, $ 0.7 million and $ 0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, which was included in operating expense in the consolidated statements of operations and comprehensive loss.

The Company is also required to pay certain variable operating costs, taxes, and operating expenses related to the leased space, which were $ 0.1 million, $ 0.4 million and $ 0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

CAPITAL STOCK

Under the Company’s second restated certificate of incorporation, the Company is authorized to issue 205,000,000 shares of its stock, of which 200,000,000 shares have been designated as common stock and 5,000,000 shares have been designated as convertible preferred stock, both with a par value of $ 0.01 per share.

Under the Company’s second restated certificate of incorporation, the Company is authorized to issue 200,000,000 shares of common stock with a par value of $ 0.01 per share.

The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of a majority of the Company’s stock who are entitled to vote.

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The holders of common stock are entitled to receive dividends when and as declared or paid by its board of directors.

ATM Agreements

In September 2022, the Company entered into an Open Market Sale Agreement SM (the “September 2022 ATM Agreement”) with Jefferies, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 175.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent.

Jefferies received a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the September 2022 ATM Agreement.

During the year ended December 31, 2025, the Company sold 245,388 shares under the September 2022 ATM Agreement at a weighted average price of $ 20.14 per share, for aggregate net

proceeds of approximately $ 4.8 million, including commissions to Jefferies as a sales agent.

During the year ended December 31, 2024, the Company sold 3,058,751 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 22.86 per share, for aggregate net proceeds of approximately $ 67.7 million, including commissions to Jefferies as a sales agent.

During the year ended December 31, 2023, the Company sold 684,298 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 22.30 per share, for aggregate net proceeds of approximately $ 14.8 million, including commissions to Jefferies as a sales agent.

The September 2022 ATM Agreement was terminated in March 2025 and no further offerings or sales of common stock will be conducted under the September 2022 ATM Agreement.

In March 2025, the Company entered into an Open Market Sale Agreement SM (the “March 2025 ATM Agreement”) with Jefferies, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent.

Jefferies will receive a commission of up to 3.0 % of the gross proceeds of any shares of common stock sold under the March 2025 ATM Agreement.

During the year ended December 31, 2025, the Company sold 1,971,476 shares under the March 2025 ATM Agreement at a weighted average price of $ 29.52 per share, for aggregate net proceeds of approximately $ 57.0 million, including commissions to Jefferies as a sales agent.

Public Offerings

In January 2024, the Company entered into an underwriting agreement with Jefferies and Leerink Partners LLC relating to the offer and sale of 7,142,858 shares of the Company’s common stock at a public offering price of $ 21.00 per share.

The aggregate gross proceeds to the Company were approximately $ 150.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In September 2024, the Company entered into an underwriting agreement with Jefferies, Goldman Sachs & Co.

LLC and Stifel, Nicolaus & Company, Incorporated related to the offer and sale (the “September 2024 Public Offering”) of 12,466,600 shares of the Company’s common stock, which included 1,800,000 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares at a public offering price of $ 18.75 per share, and 20,000 shares of the Company’s Series B Convertible Preferred Stock at a price per share of $ 1,250.0625 per share.

The aggregate gross proceeds to the Company from the September 2024 Public Offering, including the exercise of the option, were approximately $ 258.8 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In January 2024, the Company entered into an underwriting agreement with Jefferies and Leerink Partners LLC relating to the offer and sale (the “January 2024 Public Offering”) of 7,142,858 shares of the Company’s common stock at a public offering

price of $ 21.00 per share.

The aggregate gross proceeds to the Company from the January 2024 Public Offering were approximately $ 150.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In August 2022, the Company entered into an underwriting agreement with Jefferies LLC (“Jefferies”), SVB Securities LLC (now known as Leerink Partners LLC (“Leerink Partners”)) and Evercore Group L.L.C.

(“Evercore”) relating to the offer and sale of 11,352,640 shares of the Company’s common stock, which includes 1,725,000 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares at a public offering price of $ 23.50 per share, and 28,084 shares of Series B Non-Voting Convertible Preferred Stock, par value $ 0.01 per share, at a public offering price of $ 1,566.745 per share (collectively the “2022 Public Offering”).

The aggregate gross proceeds to the Company from the 2022 Public Offering, including the exercise of the option were approximately $ 311.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Private Placements

LLC and Stifel, Nicolaus & Company, Incorporated related to the offer and sale of 12,466,600 shares of the Company’s common stock, which included 1,800,000 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares at a public offering price of $ 18.75 per share, and 20,000 shares of the Company’s Series B convertible preferred stock at a price per share of $ 1,250.06 per share.

The aggregate gross proceeds to the Company, including the exercise of the option, were approximately $ 258.8 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In October 2025, the Company entered into an underwriting agreement with Jefferies LLC, Leerink Partners LLC, Evercore Group L.L.C.

and Stifel, Nicolaus & Company, Incorporated related to the offer and sale of 13,138,750 shares of the Company’s common stock, which included 1,713,750 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares at a public offering price of $ 22.00 per share.

The aggregate gross proceeds to the Company, including the exercise of the option, were approximately $ 289.1 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Private Placement

In November 2023, the Company issued and sold in private placement transactions an aggregate of 8,869,797 shares of the Company’s common stock at a price per share of $ 12.38 and 92,312 shares of the Company’s Series B non-voting convertible preferred stock at a price per share of $ 825.37 , pursuant to securities purchase agreements with certain institutional and accredited investors.

The Company received aggregate gross proceeds of approximately $ 186.0 million, before deducting offering expenses payable by the Company.

Common Stock Sales Agreements - Jefferies LLC

Jefferies will receive a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the September 2022 ATM Agreement.

During the year ended December 31, 2022, 964,357 shares were sold under the September 2022 ATM Agreement at a weighted average price of $ 26.01 per share, for aggregate net proceeds of approximately $ 24.2 million, including commissions to Jefferies as a sales agent.

Under the Company’s second restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of convertible preferred stock, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders.

Convertible Preferred Stock

Under the Company’s second restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of convertible preferred stock, with a par value of $ 0.01 per share, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders.

Series A Convertible Preferred Stock

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The Series A convertible preferred stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company.

Each share of Series A Convertible Preferred Stock is convertible into 66.67 shares of common stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Convertible Preferred Stock is prohibited from converting shares of Series A Convertible Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its

affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

As of December 31, 2024 and 2023, there were 134,864 and 172,435 shares of Series A Convertible Preferred Stock outstanding, respectively.

Each share of Series A convertible preferred stock is convertible into 66.67 shares of common stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A convertible preferred stock is prohibited from converting shares of Series A convertible preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

As of December 31, 2025 and 2024, there were 134,864 shares of Series A convertible preferred stock outstanding.

Series B Convertible Preferred Stock

Each share of Series B Convertible Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Convertible Preferred Stock is prohibited from converting shares of Series B Convertible Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series B Convertible Preferred Stock are set forth in the Certificate of Designation filed in September 2021.

Holders of Series B convertible preferred stock are entitled to receive dividends on shares of Series B convertible preferred stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock.

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The Series B convertible preferred stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company.

Each share of Series B convertible preferred stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B convertible preferred stock is prohibited from converting shares of Series B convertible preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series B convertible preferred stock are set forth in the Certificate of Designation filed in September 2021.

As of December 31, 2025 and 2024, there were 79,620 and 145,160 shares of Series B convertible preferred stock outstanding, respectively.

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Issued February 2020 (2) — 218,050 $ —

Issued November 2017 — 1,606 $ —

Subtotal 29,446 247,496 $ 0.15

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Exercised (1)

( 207,492 ) $ 16.50

Expired ( 11,339 ) $ 24.18

Outstanding at December 31, 2025 29,446 $ 0.15

(1) Includes 92,346 warrants that were surrendered in cashless exercises

SHARE-BASED COMPENSATION

Equity Incentive Plans

The Company has grants outstanding under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and the Viridian 2020 Equity Incentive Plan (the “2020 Plan” and collectively with the 2008 Plan and the 2016 Plan, the “Equity Incentive Plans”).

The Company has grants outstanding under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and its 2020 Equity Incentive Plan (the “2020 Plan” and collectively with the 2008 Plan and the 2016 Plan, the “Equity Incentive Plans”).

Additionally, beginning in July 2021, the Company granted stock options and RSUs outside of its Equity Incentive Plans to certain employees to induce them to accept employment with the Company (the “Inducement Awards”).

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In June 2024, the Company’s stockholders approved a further amendment and restatement of the 2016 Plan to, among other things, increase the number of shares reserved for issuance thereunder by 2,000,000 shares.

The 2016 Plan will terminate on April 19, 2034.

In June 2025, the

Company’s stockholders approved a further amendment and restatement of the 2016 Plan to, among other things, increase the number of shares reserved for issuance thereunder by 8,000,000 shares.

The 2016 Plan will terminate in April 2035.

As of December 31, 2025, the Company had the following balances by plan:

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2016 Plan 1,064,375 6,666,137 10,247,537

2008 Plan — 24 —

Total 1,064,375 14,468,627 10,247,537

Restricted Stock Units

RSUs granted under the Equity Incentive Plans and the Inducement Awards generally vest annually over a 4-year period and are settled in shares of the Company’s common stock.

RSUs granted under the Equity Incentive Plans and the Inducement Awards generally vest annually over a two or four-year period and are settled in shares of the Company’s common stock.

A summary of RSU activity is as follows:

RSUs Weighted-Average Grant Date Fair Value

Nonvested, December 31, 2023

RSUs Weighted-Average Grant Date Fair Value per Share

Outstanding at December 31, 2024

314,075 $ 15.51

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Forfeited ( 75,561 ) $ 15.48

Nonvested, December 31, 2024

Outstanding at December 31, 2025

1,064,375 $ 15.51

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A summary of common stock option activity is as follows:

Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term

Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term

(years) Aggregate Intrinsic Value

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Exercised ( 811,970 ) 14.84

Forfeited or expired ( 3,487,075 ) 22.26

Forfeited ( 770,843 ) 20.51

Expired ( 1,568,106 ) 23.33

Outstanding as of December 31, 2025 14,468,627 $ 16.82 8.4 $ 209,090

Vested or expected to vest as of December 31, 2024 11,348,519 $ 18.11 7.85 $ 37,138

Exercisable as of December 31, 2025 5,032,644 $ 17.74 7.8 $ 69,057

Vested as of December 31, 2024 3,948,483 $ 20.48 5.60 $ 8,632

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 8.1 million, $ 3.7 million and $ 20.4 million, respectively.

The total fair value of options vested during the years ended December 31, 2025, 2024 and 2023 was $ 41.4 million, $ 39.6 million and $ 52.1 million, respectively.

The tax benefit from the exercise of options eligible for a tax deduction realized during the years ended December 31, 2025, 2024 and 2023 was $ 2.6 million, $ 1.3 million and $ 6.9 million, respectively.

Fair Value Assumptions

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The fair value of the underlying common stock is based on the closing price of the common stock on The Nasdaq Capital Market at the date of grant.

The weighted-average grant-date fair value of options granted to the Company’s employees and members of its board of directors during the years ended December 31, 2024 and 2023 was $ 11.75 and $ 16.12 , respectively.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $ 11.01 , $ 11.75 and $ 16.12 , respectively.

The fair value was determined by the Black-Scholes option pricing model using the following weighted-average assumptions:

2025 2024 2023

Expected term, in years 5.0 5.1 5.6

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Employee Stock Purchase Plan

The 2016 Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase shares of common stock at a price equal to 85 % of the lower of:

(i) the closing price at the beginning of the offering period or (ii) the closing price at the end of the offering period.

As of December 31, 2024, the Company had 68,503 shares available for issuance, and 102,426 cumulative shares had been issued under the ESPP.

The 2016 Employee Stock Purchase Plan (“2016 ESPP”) allows qualified employees to purchase shares of common stock at a price equal to 85 % of the lower of the closing price at the beginning of the offering period or the closing price at the end of the offering period.

As of December 31, 2025, the Company had no shares available for issuance and 186,982 cumulative shares had been issued under the 2016 ESPP.

The 2016 ESPP terminated upon closing of the last offering period in September 2025.

In June 2025, the Company’s stockholders approved the 2025 Employee Stock Purchase Plan (“2025 ESPP”) which allows qualified employees to purchase shares of common stock at a price equal to 85 % of the lower of the closing price on the first day of the offering period or the closing price on the purchase date.

As of December 31, 2025, the Company had 2,000,000 shares available for issuance, and no shares had been issued under the 2025 ESPP.

Share-Based Compensation Expense

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Research and development $ 21,514 $ 22,345 $ 16,220

General and administrative 19,805 50,952 12,467

Selling, general and administrative 22,789 19,805 50,952

Total share-based compensation expense $ 44,303 $ 42,150 $ 67,172

During the year ended December 31, 2025, the Company recorded $ 1.6 million of incremental share-based compensation related to the acceleration of vesting for former executive officers.

During the year ended December 31, 2024, the Company recorded an additional $ 4.6 million in share-based compensation related to the acceleration of vesting for former executive officers, an amount which includes $ 0.3 million related to the modification of the terms of options outstanding at the time of termination for one executive which would have otherwise forfeited.

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NET LOSS PER SHARE

During the current fiscal year, management identified an immaterial error related to the calculation and presentation of loss per share in prior periods .

The Company had previously incorrectly concluded that the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock had preferences over the Company's Common Stock and were therefore excluded from the calculation of basic and dilutive net loss per share pursuant to the two-class method.

Net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 as previously presented was $ 5.31 and $ 4.05 , respectively, and as corrected is $ 3.91 and $ 2.71 , respectively.

Net loss per share attributable to holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock was not previously presented.

All related amounts have been updated to reflect the effects of the correction in the consolidated statement of operations and comprehensive loss and related notes, as applicable.

The correction of this error had no impact on the previously reported net loss or cash flows.

The Company computes net loss per share of common stock, Series A convertible preferred stock, and Series B convertible preferred stock using the two-class method required for multiple classes of common stock and other participating securities.

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Basic and diluted net loss per share is computed by dividing the allocated net loss to each share class by the weighted-average number of shares outstanding during the period.

For periods in which the Company generated a net loss, the Company does not include potential shares of common stock in diluted net loss per share when the impact of these items is anti-dilutive.

For periods in which the Company generated a net loss, the Company does not include potential shares of common stock in diluted net loss per shares when the impact of these items is anti-dilutive.

The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potential shares of common stock would be anti-dilutive.

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Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 31,718 ) $ ( 29,671 ) $ ( 208,560 )

Allocation of net loss $ ( 29,892 ) $ ( 30,781 ) $ ( 281,928 )

Weighted-average shares outstanding 134,864 138,875 84,803,355

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Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 45,421 ) $ ( 17,306 ) $ ( 175,007 )

Allocation of net loss $ ( 31,718 ) $ ( 29,671 ) $ ( 208,560 )

Weighted-average shares outstanding 154,856 144,862 67,885,831

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Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 36,784 ) $ ( 6,047 ) $ ( 87,043 )

Allocation of net loss $ ( 45,421 ) $ ( 17,306 ) $ ( 175,007 )

Weighted-average shares outstanding 174,226 66,385 44,755,475

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Total 29,862,096 30,580,071 33,652,219

Quarterly Financial Information (Unaudited)

The immaterial error related to calculation and presentation of loss per share also impacted previously reported quarterly financial information.

Net loss per share attributable to common stockholders for the three months ended March 31, 2024 as previously presented was $ 0.79 and as corrected is $ 0.59 .

Net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 as previously presented was $ 1.02 and $ 1.82 , respectively, and as corrected is $ 0.77 and $ 1.37 , respectively.

Net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 as previously presented was $ 1.15 and $ 2.98 , respectively, and as corrected is $ 0.88 and $ 2.26 , respectively.

Net loss per share attributable to holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock was not previously presented.

The corrected unaudited interim financial information for the three months ended March 31, 2024, the three and six months ended June 30, 2024, and the three and nine months ended September 30, 2024, are included in the tables that follow.

Three Months Ended March 31, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 6,731 ) $ ( 5,661 ) $ ( 36,150 )

Weighted-average shares outstanding $ 170,621 $ 143,522 $ 61,099,038

Net loss per share, basic and diluted $ ( 39.45 ) $ ( 39.44 ) $ ( 0.59 )

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 8,129 ) $ ( 7,411 ) $ ( 49,453 ) $ ( 14,962 ) $ ( 13,092 ) $ ( 85,481 )

Weighted-average shares outstanding $ 157,435 $ 143,522 $ 63,854,514 $ 164,029 $ 143,522 $ 62,476,777

Net loss per share, basic and diluted $ ( 51.63 ) $ ( 51.64 ) $ ( 0.77 ) $ ( 91.22 ) $ ( 91.22 ) $ ( 1.37 )

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 9,243 ) $ ( 8,683 ) $ ( 58,763 ) $ ( 24,328 ) $ ( 21,798 ) $ ( 144,097 )

Weighted-average shares outstanding $ 156,699 $ 147,218 $ 66,420,063 $ 161,568 $ 144,763 $ 63,800,798

Net loss per share, basic and diluted $ ( 58.99 ) $ ( 58.98 ) $ ( 0.88 ) $ ( 150.57 ) $ ( 150.58 ) $ ( 2.26 )

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

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federal income tax rate of 21% to pretax loss due to the provision of a valuation allowance to the extent of the Company’s net deferred tax asset, as well as to state income taxes and nondeductible expenses.

The effective income tax rate of the provision for income taxes differs from the federal statutory rate as follows:

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

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

federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2025, in accordance with the guidance in ASU 2023-09 (in thousands):

Year Ended December 31,

2024 2023 2022

Federal statutory income tax rate 21.0 % $ ( 71,946 )

Research and development credit 2.8 % ( 9,483 )

Change in valuation allowance ( 22.3 ) % 76,449

Nontaxable or nondeductible items ( 0.3 ) % 986

Other adjustments ( 1.2 ) % 3,994

Effective income tax rate — % $ —

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

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

Year Ended December 31,

Federal statutory income tax rate 21.0 % 21.0 %

Federal and state tax credits 2.2 2.3

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Unrealized gains/losses — 176 71

Sale of future revenues 14,833 — —

Operating lease right-of-use asset, net 79 85 44

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Deferred tax liabilities:

Unrealized gains/losses — — $ ( 82 )

Operating lease right-of-use asset, net — — —

Total deferred tax liabilities — — —

Total deferred tax assets, net $ — $ — $ —

At December 31, 2024, the Company had approximately $ 298.3 million and $ 15.0 million of federal net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029 and 2040, respectively.

At December 31, 2024, the Company had approximately $ 322.6 million of state net operating loss carryforwards which will begin to expire in 2029.

In addition, the realization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, which may result in the expiration of additional net operating losses before future utilization as a result of ownership changes.

As a result of these ownership change provisions during 2020, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $ 59.0 million.

In addition to the limitation of net operating losses of $ 59.0 million, approximately $ 15.3 million of research and development tax credits were derecognized with the inability of the Company to ever realize a benefit from those credits in the future.

At December 31, 2025, the Company had approximately $ 464.1 million of federal net operating loss carryforwards, of which $ 19.6 million will begin to expire in 2029, and the remainder of which do not expire but are subject to 80 % limitation.

At December 31, 2025, the Company had approximately $ 24.5 million of research and experimentation tax carryforwards which will begin to expire in 2040.

At December 31, 2025, the Company had approximately $ 503.4 million and $ 4.4 million of state net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029 and 2039, respectively.

The realization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, which may result in the expiration of additional net operating losses before future utilization as a result of ownership changes.

The Company completed a Section 382 analysis through December 31, 2020.

As a result, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $ 59.0 million and approximately $ 15.3 million of research and development tax credits were derecognized due to the inability of the Company to realize a benefit from those credits in the future.

The Company determines on an annual basis whether net operating loss carryforwards will be limited.

An IRC 382 analysis has been completed through December 31, 2024 and determined that there was an ownership changes during 2024 with no material effect on the Company’s tax attributes.

A Section 382 analysis has been completed through December 31, 2024 and determined that there was an ownership change during 2024 with no material effect on the Company’s tax attributes.

The Company will continue to evaluate changes in ownership and the related limitations on a go forward basis.

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As the Company does not have any historical taxable income or projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of its history of operating losses, the Company does not believe it is more likely than not that it will realize the benefits of its net deferred tax assets, and accordingly, has established a valuation allowance equal to 100 % of its net deferred tax assets at December 31, 2025 and 2024.

The change in valuation allowance was an increase of $ 52.8 million in 2024, an increase of $ 69.1 million in 2023 and an increase of $ 33.2 million in 2022.

The valuation allowance increased by $ 108.3 million, $ 52.8 million and $ 69.1 million during the years ended December 31, 2025, 2024 and 2023, respectively, primarily due to the capitalization of research and development expenses, and the generation of net operating losses and tax credits in all years.

The One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025.

OBBBA included many provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions already in effect and others implemented through fiscal year 2027.

The Company does not expect the legislation will have a material impact on its effective tax rate.

The Company concluded that there were no significant uncertain tax positions relevant to the jurisdictions where it is required to file income tax returns requiring recognition in the consolidated financial statements for the years ended 2025, 2024 and 2023.

As of December 31, 2025, 2024 and 2023, the Company had no accrued interest related to uncertain tax positions.

The Company’s federal and state returns for 2020 through 2024 remain open to examination by tax authorities.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to tax examinations in these jurisdictions.

There are currently no pending tax examinations, and the Company’s tax returns are generally open under statute from 2020 to the present.

Tax attributes such as net operating losses and tax credits generated prior to 2020 and utilized in open years may still be adjusted upon examination

SEGMENT INFORMATION

The Company manages its operations as a single segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The Company manages its operations as one operating segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s CODM is its Chief Executive Officer.

The CODM reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Operating expenses are used to monitor budget versus actual results.

As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets”.

All equipment, leasehold improvements, and other fixed assets are physically located within the United States and all agreements with the Company’s partners are denominated in U.S.

dollars, except where noted.

As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets.” All tangible assets are physically located within the United States.

Segment asset information is not used by the CODM to allocate resources.

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Segment research and development expense (a) $ 317,216 $ 215,909 $ 143,545

Segment general and administrative expense (a) 41,278 44,047 22,714

Segment selling, general and administrative expense (a) 72,265 41,278 44,047

Share-based compensation expense (see Note 12) 44,303 42,150 67,172

Total operating expenses 433,784 299,337 254,764

License revenue ( 70,000 ) — —

Other items (b)

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Consolidated net loss $ 342,601 $ 269,949 $ 237,734

(a) Share-based payment expense of $ 22,345 , $ 16,220 , and $ 7,298 related to research and development and $ 19,805 , $ 50,952 , and $ 12,467 related to general and administrative have been excluded for the years ended December 31, 2024, 2023, and 2022, respectively, and included within share-based compensation expense.

(b) Other items consist primarily of collaboration revenue, interest income and interest expense.

SUBSEQUENT EVENT

Common Stock Sales Agreements - Jefferies LLC

In January 2025, the Company sold 245,388 shares of common stock under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 20.14 per share, for aggregate gross proceeds of approximately $ 4.9 million, before deducting commissions to Jefferies as a sales agent payable by the Company.

(a) Share-based payment expense of $ 21,514 , $ 22,345 , and $ 16,220 related to research and development and $ 22,789 , $ 19,805 , and $ 50,952 related to selling, general and administrative have been excluded for the years ended December 31, 2025, 2024, and 2023, respectively, and included within share-based compensation expense.

(b) Other items consist primarily of collaboration revenue, interest income, interest expense and depreciation expense.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VIRIDIAN THERAPEUTICS, INC.

March 3, 2025 By:

February 26, 2026 By:

/s/ Stephen Mahoney

2 unchanged sentences

(Principal Executive Officer)

March 3, 2025 By:

February 26, 2026 By:

/s/ Seth Harmon

5 unchanged sentences

Signature Title Date

/s/ Stephen Mahoney President, Chief Executive Officer and Director March 3, 2025

/s/ Stephen Mahoney President, Chief Executive Officer and Director February 26, 2026

Stephen Mahoney (Principal Executive Officer)

/s/ Seth Harmon Chief Financial Officer March 3, 2025

/s/ Seth Harmon Chief Financial Officer February 26, 2026

Seth Harmon (Principal Financial Officer;

Principal Accounting Officer)

/s/ Tomas Kiselak Chairman of the Board March 3, 2025

/s/ Tomas Kiselak Chairman of the Board February 26, 2026

Tomas Kiselak

/s/ Sarah Gheuens Director March 3, 2025

/s/ Sarah Gheuens Director February 26, 2026

Sarah Gheuens, M.D., Ph.D.

/s/ Peter Harwin Director March 3, 2025

/s/ Arlene Morris Director March 3, 2025

/s/ Jeff Ajer Director February 26, 2026

/s/ Christopher Cain Director February 26, 2026

Christopher Cain

/s/ Arlene Morris Director February 26, 2026

Arlene Morris

/s/ Jennifer Moses Director March 3, 2025

/s/ Jennifer Moses Director February 26, 2026

Jennifer Moses

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

What changed 10-K

Item 9A. Controls and Procedures