Viridian Therapeutics, Inc.\DE 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our principal executive officer, principal financial officer, and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. Management’s Report on Internal Control Over Financial Reporting Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and 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 our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors 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. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. 103 However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report. Management used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013 Framework)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that our internal control over financial reporting was effective at a reasonable level of assurance as of December 31, 2025, the end of our most recent fiscal year. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 104 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference to our 2026 Proxy Statement to be filed with the SEC within 120 days after December 31, 2025. Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on our website, which is located at www.viridiantherapeutics.com . If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 is incorporated herein by reference to our 2026 Proxy Statement, including under headings “Executive Officer and Director Compensation,” “Compensation Discussion and Analysis,” and “Directors, Executive Officers and Corporate Governance – Compensation Committee Interlocks and Insider Participation, “Compensation Committee Report” and “Risks Related to Compensation Practices and Polices.” The section titled “Pay Versus Performance” in our 2025 Proxy Statement is not incorporated by reference herein. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 is incorporated herein by reference to our 2026 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item 13 is incorporated herein by reference to our 2026 Proxy Statement, including under headings “Directors, Executive Officers and Corporate Governance” and “Transactions with Related Persons.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item 14 is incorporated herein by reference to our 2026 Proxy Statement, including under the heading “Ratification of Selection of Independent Registered Accounting Firm.” 105 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included. (a)(3) Exhibits See Exhibit Index, which is incorporated herein by reference. EXHIBIT INDEX The exhibits listed in the Exhibit Index are required by Item 601 of Regulation S-K. The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q, and 8-K is 001-36483. Incorporated by Reference Exhibit No. Description of Exhibit Form Filing Date Number 3.1 Second Restated Certificate of Incorporation of the Registrant, effective as of March 9, 2022. 10-K 03/11/2022 3.1 3.2 Fourth Amended and Restated Bylaws of the Registrant, effective as of December 15, 2023. 8-K 12/18/2023 3.1 3.3 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock. 8-K 10/28/2020 3.1 3.4 Certificate of Designation of Series B Non-Voting Convertible Preferred Stock. 8-K 09/23/2021 3.1 4.1 Specimen Common Stock Certificate. S-1 03/19/2014 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 10.1^ License Agreement, by and between the Registrant and ImmunoGen, dated as of October 12, 2020. 8-K 12/09/2020 10.1 10.2+ Form of Indemnity Agreement between the Registrant and each of its directors and executive officers. 10-K 02/27/2024 10.2 10.3+ Stephen Mahoney Employment Agreement, dated October 27, 2023 . 10-Q 11/13/2023 10.2 10.4+ Thomas Beetham Employment Agreement, dated October 27, 2023. 10-Q 11/13/2023 10.3 10.5+ Thomas Ciulla Employment Agreement, dated January 12, 2023. 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. 10-K 02/27/2024 10.10 10.8+ Amendment to Seth Harmon Employment Agreement, dated September 28, 2023. 10-K 02/27/2024 10.11 10.9+ Jennifer Tousignant Employment Agreement, dated January 10, 2024. 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. S-8 03/11/2022 99.3 10.12+ Form of Inducement Restricted Stock Unit Agreement. S-8 03/10/2023 99.4 10.13+ Viridian Therapeutics, Inc. Amended & Restated 2016 Equity Incentive Plan. 8-K 06/24/2025 10.1 10.14+ Form of Stock Option Grant Notice and Stock Option Agreement under 2016 Equity Incentive Plan. 10-K 2/27/2024 10.16 106 10.15+ Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan. 10-K 2/27/2024 10.17 10.16+ Viridian Therapeutics, Inc. 2020 Stock Incentive Plan. 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. 2020 Stock Incentive Plan. 10-K 03/26/2021 10.23 10.19+ Form of 2008 Equity Incentive Plan. S-4 12/02/2016 10.48 10.20+ Form of Stock Option Grant Notice and Stock Option Agreement under the Registrant 2008 Equity Incentive Plan. S-4 12/02/2016 10.49 10.21 Lease by and between Registrant and Crestview, LLC, dated as of December 16, 2010. S-4 12/02/2016 10.40 10.22 First Addendum to Lease by and between Registrant and Crestview, LLC, dated as of February 18, 2015. S-4 12/02/2016 10.40.1 10.23 Second Addendum to Lease by and between Registrant and Crestview, LLC, dated as of October 23, 2015. S-4 12/02/2016 10.40.2 10.24 Third Addendum to Lease by and between Registrant and Crestview, LLC, dated as of January 17, 2020. 10-K 03/13/2020 10.12.3 10.25 Fourth Addendum to Lease by and between Registrant and Crestview, LLC, dated as of April 7, 2020. 10-Q 05/08/2020 10.2 10.26 Fifth Addendum to Lease by and between Registrant and Crestview LLC, dated as of March 26, 2021. 10-Q 08/12/2021 10.4 10.27 Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of January 13, 2020 . 10-Q 11/05/2021 10.1 10.28 First Amendment to Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of July 6, 2021. 10-Q 11/05/2021 10.2 10.29 Second Amendment to Lease by and between the Registrant and Watch City Ventures MT, LLC dated as of April 13, 2022. 10-Q 08/15/2022 10.2 10.30 Third Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of July 29, 2022. 10-Q 11/14/2022 10.1 10.31 Fourth Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of April 8, 2024. 10-Q 08/08/2024 10.1 10.32 Fifth Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of September 19, 2024. 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 10.34^ Securities Purchase Agreement, dated as of October 27, 2020, by and among the Registrant and each purchaser identified on Annex A thereto. 8-K 10/28/2020 10.1 10.35^ Registration Rights Agreement, dated as of October 30, 2020, by and among the Registrant and certain purchasers. 10-Q 11/12/2020 10.8 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 10.37^ 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. 8-K 04/05/2022 10.1 10.38^ First Amendment to Loan and Security Agreement, dated as of August 7, 2023, 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-Q 11/13/2023 10.1 10.39^ 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. x 10.40 Registration Rights Agreement, dated October 30, 2023, by and between the Company and the Purchasers signatory thereto. 8-K 10/30/2023 10.2 107 10.41 Amended and Restated License Agreement by and between Registrant and Paragon Therapeutics, Inc. dated as of September 20, 2024. 10-Q 11/12/2024 10.2 10.42^ 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 10.43^ Purchase and Sale Agreement, by and between Viridian Therapeutics, Inc. and DRI Healthcare Acquisitions LP, dated October 17, 2025. x 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. x 23.1 Consent of Independent Registered Public Accounting Firm. x 24.1 Power of Attorney (included on signature page hereto). x 31.1 Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended. x 31.2 Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended. x 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. x 97.1 Viridian Therapeutics, Inc. Incentive Compensation Clawback Policy. 10-K 2/27/2024 97.1 101.INS XBRL Instance Document x 101.SCH XBRL Taxonomy Extension Schema Document x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB XBRL Taxonomy Extension Label Linkbase Document x 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) x ^ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Viridian agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Viridian may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of the exhibit, identified by the mark, “[***],” may have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. + Indicates management contract or compensatory plan. * This certification is being furnished pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. x Filed/furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 108 VIRIDIAN THERAPEUTICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (KPMG LLP, Boston, MA, Auditor Firm ID: 185 ) 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Consolidated Statements of Stockholders’ Equity 6 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Viridian Therapeutics, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Viridian Therapeutics, Inc. 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. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. 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 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. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable F-2 assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2009. Boston, Massachusetts February 26, 2026 F-3 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 212,382 $ 99,594 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 assets 2,421 2,205 Other assets 1,536 501 Total assets $ 899,418 $ 742,403 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 8,683 $ 2,143 Accrued liabilities 62,013 45,731 Total current liabilities 70,696 47,874 Long-term debt, net 49,940 20,582 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 (Note 9) Stockholders’ equity: Preferred stock, series A non-voting convertible preferred stock, $ 0.01 par value; 435,000 shares authorized; 134,864 shares issued and outstanding as of December 31, 2025 and 2024, respectively 61,188 61,188 Preferred stock, series B non-voting convertible preferred stock, $ 0.01 par value; 500,000 shares authorized; 79,620 and 145,160 shares issued and outstanding as of December 31, 2025 and 2024, respectively 70,868 127,697 Common stock, $ 0.01 par value; 200,000,000 shares authorized; 101,826,500 and 80,994,046 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1,018 810 Additional paid-in capital 1,927,104 1,477,811 Accumulated other comprehensive income (loss) 447 ( 10 ) Accumulated deficit ( 1,338,458 ) ( 995,857 ) Total stockholders’ equity 722,167 671,639 Total liabilities and stockholders’ equity $ 899,418 $ 742,403 The accompanying notes are an integral part of these consolidated financial statements. F-4 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share data) Year Ended December 31, 2025 2024 2023 Revenues: License revenue $ 70,000 $ — $ — Collaboration revenue - related parties 849 302 314 Total revenues 70,849 302 314 Operating expenses: 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), 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 ) Net loss per share, basic and diluted, common stock $ ( 3.32 ) $ ( 3.07 ) $ ( 3.91 ) Weighted-average shares common shares outstanding, basic and diluted 84,803,355 67,885,831 44,755,475 Net loss per share, basic and diluted, Series A convertible preferred stock $ ( 221.65 ) $ ( 204.82 ) $ ( 260.70 ) 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 shares outstanding, basic and diluted 138,875 144,862 66,385 Comprehensive loss: Net loss $ ( 342,601 ) $ ( 269,949 ) $ ( 237,734 ) 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. F-5 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity 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 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 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 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 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 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 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 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 Unrealized loss on available-for-sale securities — — — — — — — ( 348 ) — ( 348 ) F-6 Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Series A Series B Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity 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 in at-the-market offerings, net of issuance costs of $ 1,323 — — — — 2,216,864 22 61,800 — — 61,822 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 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 The accompanying notes are an integral part of these consolidated financial statements. F-7 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 342,601 ) $ ( 269,949 ) $ ( 237,734 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation expense 44,303 42,150 67,172 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 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, other current assets and other assets 262 ( 11,666 ) ( 2,107 ) Accounts payable 6,562 ( 73 ) ( 12,040 ) 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 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 ) Net cash used in investing activities ( 37,563 ) ( 228,651 ) ( 94,252 ) Cash flows from financing activities: 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 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, net 28,875 — 15,000 Payment of debt issuance costs ( 478 ) — ( 514 ) 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 Net cash provided by financing activities 426,742 457,737 225,670 Net increase (decrease) in cash and cash equivalents 112,788 ( 3,233 ) ( 52,752 ) Cash and cash equivalents at beginning of period 99,594 102,827 155,579 Cash and cash equivalents at end of period $ 212,382 $ 99,594 $ 102,827 Supplemental disclosure of cash flow information Interest paid $ 2,150 $ 1,820 $ 886 Supplemental disclosure of non-cash investing and financing activities 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 $ — F-8 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 The accompanying notes are an integral part of these consolidated financial statements. F-9 VIRIDIAN THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. 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, 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. In addition to developing therapies for TED, the Company is also developing a portfolio of engineered anti-neonatal Fc receptor (“FcRn”) inhibitors, including VRDN-006 and VRDN-008. FcRn inhibitors have the potential to treat a broad array of autoimmune diseases, representing a significant commercial market opportunity. 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 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. Changing circumstances may cause the Company to consume capital significantly faster or slower than currently anticipated. If the Company is unable to acquire additional capital or resources, it will be required to modify its operational plans. The estimates included herein are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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”). 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”). F-10 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 At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. 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 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 revenues and expenses during the reporting period. 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. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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, upfront fees; reimbursement of research and development costs; developmental, clinical, regulatory, and commercial sales milestone payments; and royalties on net sales of licensed products. In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized, for agreements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the goods or services within the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct within the terms of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the identified performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s agreements typically consist of a license, or option to license, rights to the Company’s intellectual property or research and development services. 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 F-11 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. The consideration may include fixed consideration or variable consideration. At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and clinical milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and other research and development revenue in the period of adjustment. 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 license, collaboration or other agreements. The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company receives payments from its customers based on billing schedules established in each contract. 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. Research and Development 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 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 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 F-12 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 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. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to the Company’s research and development expenses may be necessary in future periods as its estimates change. Share-Based Compensation 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 All highly-liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents. Cash equivalents are reported at cost, which approximates fair value due to the short maturities of these instruments. 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. dollars. 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 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 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 Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and F-13 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. • Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. • 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, 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, cash equivalents, and marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts. The Company invests its excess cash primarily in deposits and money market funds held with one financial institution. 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 The Company carries its property and equipment at cost, less accumulated depreciation and amortization. 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 certain) or the estimated useful life of the assets. Construction in progress is not depreciated until placed in service. Repairs and maintenance costs are expensed as incurred and expenditures for major improvements are capitalized. Operating Lease Right-of-Use Assets and Liabilities The Company determines if an arrangement is, or contains, a lease at contract inception and during modifications or renewal of existing leases. 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 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 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 F-14 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. 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 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 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 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. Net Loss per Share 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. The Company has determined that the Series A convertible preferred stock and Series B convertible preferred stock do not have preferential rights over the Company’s common stock and, accordingly, are considered to be a second and third class of common stock for purposes of calculating net loss per share. 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 F-15 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 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. Income Taxes The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. 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 be recovered or settled. 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, 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 selling, general and administrative expenses. No such expenses have been recognized during the years ended December 31, 2025, 2024 and 2023. Warrants 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 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 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”). 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”). 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 F-16 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. 3. 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 U.S. agency and treasury securities $ 223,526 $ 254 $ ( 9 ) $ 223,771 Corporate paper and bonds 438,297 241 ( 39 ) 438,499 Total $ 661,823 $ 495 $ ( 48 ) $ 662,270 As of December 31, 2024 U.S. agency and treasury securities $ 286,039 $ 196 $ ( 320 ) $ 285,915 Corporate paper and bonds 331,961 361 ( 247 ) 332,075 Total $ 618,000 $ 557 $ ( 567 ) $ 617,990 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 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. F-17 Fair Value Measurements 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 (Level 2) Significant Unobservable Inputs (Level 3) Total As of December 31, 2025 Assets: Cash equivalents: Money market funds $ 191,308 $ — $ — $ 191,308 Corporate paper and bonds — 14,624 — 14,624 Marketable securities: U.S. 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 Liabilities: Derivative liability $ — $ — $ 20,030 $ 20,030 Total liabilities $ — $ — $ 20,030 $ 20,030 As of December 31, 2024 Assets: Cash equivalents: Money market funds $ 96,058 $ — $ — $ 96,058 Marketable securities: U.S. agency and treasury securities 21,692 264,223 — 285,915 Corporate paper and bonds — 332,075 — 332,075 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. F-18 4. PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: December 31, 2025 2024 (in thousands) Lab equipment $ 1,257 $ 1,141 Leasehold improvements 271 254 Computer hardware and software 150 560 Furniture and fixtures 766 547 Property and equipment, gross 2,444 2,502 Less: accumulated depreciation and amortization ( 1,216 ) ( 1,266 ) Property and equipment, net $ 1,228 $ 1,236 During each of the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense was $ 0.5 million. 5. ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, 2025 2024 (in thousands) 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 6. DEBT Loan and Security Agreement with Hercules Capital, Inc. In April 2022, the Company entered into a loan and security agreement (the “Hercules Loan and Security Agreement”) among the Company, certain of its subsidiaries from time to time party thereto (together with the Company, collectively, the “Borrower”), Hercules Capital, Inc. (“Hercules”) and certain other lenders named therein (the “Lenders”). 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 F-19 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 %. 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 components of the amended term loan facility, on the Company’s consolidated balance sheets at December 31, 2025 and 2024: December 31, 2025 2024 (in thousands) 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 F-20 Future principal payments, which exclude the end-of-term fee as of December 31, 2025 are as follows (in thousands): Fiscal Year Principal Payments 2026 — 2027 — 2028 — 2029 11,102 2030 38,898 Total $ 50,000 7. 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. F-21 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 F-22 8. 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. 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 throughout the royalty term. The royalty percentage may vary based on different tiers of annual net sales of the licensed products made. 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. Research and development activities are priced generally at cost. The Company’s license of goods and services to Zenas BioPharma during the contract term was determined to be a single performance obligation satisfied over time. The Company will recognize the transaction price from the license agreement over the Company’s estimated period to complete its activities. 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 (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. F-23 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. In January 2022, the Company and Paragon Therapeutics, Inc. (“Paragon”) entered into an antibody and discovery option agreement (the “Paragon Research Agreement”) under which the Company and Paragon will cooperate to develop one or more proteins or antibodies. Under the terms of the Paragon Research Agreement, Paragon will perform certain development activities in accordance with an agreed upon research plan, and the Company will pay Paragon agreed upon development fees in exchange for Paragon’s commitment of the necessary personnel and resources to perform these activities. The Paragon Research Agreement stipulates a final deliverable to the Company comprising of a report summarizing the experiments and processes performed under the research plan (the “Final Deliverable”). 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. 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 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 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 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. Additionally, if the Company develops a product utilizing certain intellectual property rights granted to it under the Amended Paragon License Agreement, the Company is obligated to pay Paragon potential additional future development milestone payments of up to $ 3.1 million and commercial milestone payments of up to $ 17.0 million with respect to such product. If the Company successfully commercializes any product candidate subject to the Amended Paragon License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of such product’s net sales. 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, 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. F-24 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 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. 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. The Company is obligated to make any such royalty payments on a product-by-product and country-by-country basis from the first commercial sale of a specified product in each country until the later of (i) the expiration of the last patent claim subject to the ImmunoGen License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained for each product in such country, or (iii) the 12th anniversary of the date of the first commercial sale of such product in such country. On February 12, 2024, AbbVie Inc. acquired ImmunoGen. The terms of the ImmunoGen License Agreement did not change as a result of this acquisition. 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 to the Company an exclusive, royalty-bearing, sublicensable, non-transferrable license to develop, commercialize, seek marketing approval for and otherwise use and exploit certain F-25 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 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. Exclusive License and Collaboration Agreement In May 2023, the Company and a third-party collaborator entered into an Exclusive License and Collaboration Agreement to collaborate and conduct certain IND-enabling activities with respect to the licensed compound and licensed product. 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 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. 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. In December 2024, this agreement was terminated and no further financial obligations exist. 9. COMMITMENTS AND CONTINGENCIES Lease Obligations 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 Company is also obligated to pay the landlord certain costs, taxes and operating expenses. Under the Fourth Amendment, the Massachusetts Lease will expire in July 2029. The Company has the option to extend the lease term for an additional period of three 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. 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. 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. 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. 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. F-26 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, 2026 $ 965 2027 836 2028 854 2029 504 Total undiscounted lease liabilities 3,159 Less: imputed interest ( 447 ) 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. 10. CAPITAL STOCK Common Stock 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. Each share of common stock is entitled to one vote. 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 F-27 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 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. 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 Holders of Series A convertible preferred stock are entitled to receive dividends on shares of Series A 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. Except as otherwise required by law, the Series A convertible preferred stock does not have voting rights. F-28 However, as long as any shares of Series A convertible preferred stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A convertible preferred stock, (i) alter or change adversely the powers, preferences or rights given to the Series A convertible preferred stock, (ii) alter or amend the Certificate of Designation, (iii) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A convertible preferred stock, (iv) increase the number of authorized shares of Series A convertible preferred stock, (v) at any time while at least 30 % of the originally issued Series A convertible preferred stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (vi) enter into any agreement with respect to any of the foregoing. 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, 2025 and 2024, there were 134,864 shares of Series A convertible preferred stock outstanding. Series B Convertible Preferred Stock 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. Except as otherwise required by law, the Series B convertible preferred stock does not have voting rights. However, as long as any shares of Series B convertible preferred stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B convertible preferred stock, (i) alter or change adversely the powers, preferences or rights given to the Series B convertible preferred stock, (ii) alter or amend the Certificate of Designation, or (iii) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B convertible preferred stock. 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. F-29 11. WARRANTS The following table presents information about the Company’s outstanding warrants: Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2025 Remaining Contractual Life at December 31, 2025 (years) December 31, 2025 2024 Liability-classified warrants Issued April 2017 — 781 $ — Equity-classified warrants Acquired October 2020 29,446 29,446 $ 0.15 4.73 Issued February 2020 (2) — 218,050 $ — Subtotal 29,446 247,496 $ 0.15 Total warrants 29,446 248,277 $ 0.15 ____________________ (1) If the Company subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split, or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. (2) Subject to specified conditions, the Company may voluntarily reduce the warrant exercise price of the warrants issued in February 2020. A summary of the Company’s warrant activity during the year ended December 31, 2025 is as follows: Common Stock Warrants Number Weighted-Average Exercise Price Outstanding at December 31, 2024 248,277 $ 14.91 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 12. 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 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”). The terms and conditions of the Inducement Awards are substantially similar to those awards granted under the Company’s Equity Incentive Plans. In June 2022, the Company’s stockholders approved the amendment and restatement of the 2016 Plan to, among other things, transfer the then remaining number of shares available for issuance under the 2020 Plan into the 2016 Plan so that the Company operates from a single equity plan going forward. In June 2023, 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. 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. In June 2025, the F-30 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: Restricted Stock Units Outstanding Stock Options Outstanding Shares Available for Issuance Inducement Awards — 7,751,302 — 2020 Plan — 51,188 — 2016 Plan 1,064,375 6,666,137 10,247,537 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 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 per Share Outstanding at December 31, 2024 314,075 $ 15.51 Granted 921,478 $ 15.52 Vested ( 95,617 ) $ 15.63 Forfeited ( 75,561 ) $ 15.48 Outstanding at December 31, 2025 1,064,375 $ 15.51 Stock Options Options granted under the Equity Incentive Plans and the Inducement Awards have an exercise price equal to the market value of the common stock at the date of grant and expire 10 years from the date of grant. Options generally vest 25 % on the first anniversary of the vesting commencement date and 75 % ratably in equal monthly installments over the remaining 36 months or in equal monthly or quarterly amounts over periods of up to 48 months. A summary of common stock option activity is as follows: Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 11,348,519 $ 18.11 7.9 $ 37,138 Granted 6,271,027 16.32 Exercised ( 811,970 ) 14.84 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 Exercisable as of December 31, 2025 5,032,644 $ 17.74 7.8 $ 69,057 F-31 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 The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted under its equity compensation plans. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected terms of the options. Because the Company has a limited history of stock purchase and sale activity, expected volatility is based on a blend of historical data from public companies that are similar to the Company in size and nature of operations, as well as the Company’s own volatility. The Company will continue to use similar entity volatility information until its historical volatility is relevant to measure expected volatility for option grants. The Company accounts for forfeitures as they occur. The risk-free rate for periods within the contractual life of each option is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the expected term of the grant. The expected term (without regard to forfeitures) for options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted, and actual and expected option-exercise behaviors. 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 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: Year Ended December 31, 2025 2024 2023 Expected term, in years 5.0 5.1 5.6 Expected volatility 83 % 88 % 90 % Risk-free interest rate 3.9 % 4.3 % 4.3 % Expected dividend yield — % — % — % Weighted average exercise price $ 16.32 $ 16.45 $ 21.61 Employee Stock Purchase Plan 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. F-32 Share-Based Compensation Expense Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans, the Inducement Awards and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Research and development $ 21,514 $ 22,345 $ 16,220 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. The Company also recorded $ 2.0 million in share-based compensation related to the accounting for a modification of the equity awards to extend the post-termination exercise period of certain vested stock options for a former executive. During the year ended December 31, 2023, the Company recorded an additional $ 26.1 million in share-based compensation related to the acceleration of vesting for former executive officers, an amount which includes $ 1.6 million related to the modification of the terms of options outstanding at the time of termination which would have otherwise forfeited. As of December 31, 2025, the Company had $ 101.0 million of total unrecognized share-based compensation costs related to stock options, which the Company expects to recognize over a weighted-average remaining period of 2.7 years. As of December 31, 2025, the Company had $ 12.2 million of total unrecognized share-based compensation costs related to unvested RSUs, which the Company expects to recognize over a weighted-average remaining period of 2.8 years. 13. RETIREMENT BENEFIT PLAN The Company has established a 401(k) retirement plan that allows participating employees in the U.S. to contribute as defined by the plan and is subject to limitations under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company matches 100 % of the first 4 % (subject to annual compensation and contribution limits) of employee contributions. During the years ended December 31, 2025, 2024 and 2023, the Company paid a matching contribution of $ 1.6 million, $ 1.1 million and $ 0.7 million, respectively. 14. NET LOSS PER SHARE 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. The two-class method is an earnings (loss) allocation method under which earnings (loss) per share is calculated for each class of common stock. The Company has determined that the Series A convertible preferred stock and Series B convertible preferred stock do not have preferential rights when compared to the Company's common stock and therefore it must allocate losses to these other classes of stock, as illustrated in the table below. 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 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. The following table sets forth the computation of basic and diluted net loss per share of common stock, Series A convertible preferred stock, and Series B convertible preferred stock (in thousands, except share and per share amounts): F-33 Year Ended December 31, 2025 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Numerator: Allocation of net loss $ ( 29,892 ) $ ( 30,781 ) $ ( 281,928 ) Denominator: Weighted-average shares outstanding 134,864 138,875 84,803,355 Net loss per share, basic and diluted $ ( 221.65 ) $ ( 221.65 ) $ ( 3.32 ) Year Ended December 31, 2024 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Numerator: Allocation of net loss $ ( 31,718 ) $ ( 29,671 ) $ ( 208,560 ) Denominator: Weighted-average shares outstanding 154,856 144,862 67,885,831 Net loss per share, basic and diluted $ ( 204.82 ) $ ( 204.82 ) $ ( 3.07 ) Year Ended December 31, 2023 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Numerator: Allocation of net loss $ ( 45,421 ) $ ( 17,306 ) $ ( 175,007 ) Denominator: Weighted-average shares outstanding 174,226 66,385 44,755,475 Net loss per share, basic and diluted $ ( 260.70 ) $ ( 260.69 ) $ ( 3.91 ) There are no potentially dilutive securities to Series A convertible preferred stock or Series B convertible preferred stock. Potentially dilutive securities to the common stock include the following: December 31, 2025 2024 2023 Series A convertible preferred stock, as converted to shares of common stock 8,991,383 8,991,383 11,495,724 Series B convertible preferred stock, as converted to shares of common stock 5,308,265 9,677,817 9,568,181 Options to purchase common stock 14,468,627 11,348,519 11,533,484 Warrants to purchase common stock 29,446 248,277 249,883 Restricted stock units 1,064,375 314,075 804,947 Total 29,862,096 30,580,071 33,652,219 15. INCOME TAXES 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. Since its inception, the Company has incurred net taxable losses, and accordingly, no current provision for income taxes has been recorded. This amount differs from the amount computed by applying the U.S. 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. F-34 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, 2025 Federal statutory income tax rate 21.0 % $ ( 71,946 ) Tax credits 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, 2024 2023 Federal statutory income tax rate 21.0 % 21.0 % Federal and state tax credits 2.2 2.3 State income taxes, net of federal benefit 5.0 5.4 Change in valuation allowance ( 19.5 ) ( 27.6 ) Other permanent items ( 3.0 ) ( 0.7 ) Stock-based compensation ( 5.7 ) ( 0.4 ) Effective income tax rate — % — % F-35 The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below: Year Ended December 31, 2025 2024 2023 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 123,892 $ 77,430 $ 67,755 Tax credits 27,973 15,056 9,231 Accruals and reserves 3,999 9,069 4,891 Stock-based expense 11,868 7,706 15,013 Start-up costs and amortized costs 15,910 12,142 12,750 IRC § 174 capitalized costs 118,269 86,847 45,979 Unrealized gains/losses — 176 71 Sale of future revenues 14,833 — — Operating lease right-of-use asset, net 79 85 44 Total deferred tax assets 316,823 208,511 155,734 Valuation allowance ( 316,823 ) ( 208,511 ) ( 155,734 ) Net deferred tax assets — — — Deferred tax liabilities: Total deferred tax liabilities — — — Total deferred tax assets, net $ — $ — $ — 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. 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. As of December 31, 2025 and 2024, the Company’s net deferred tax assets before valuation allowance was $ 316.8 million and $ 208.5 million, respectively. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. 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 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. F-36 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 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 16. SEGMENT INFORMATION 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 tangible assets are physically located within the United States. Segment asset information is not used by the CODM to allocate resources. Significant segment expenses, as provided to the CODM, are presented below: Year Ended December 31, 2025 2024 2023 (in thousands) Segment research and development expense (a) $ 317,216 $ 215,909 $ 143,545 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) ( 21,183 ) ( 29,388 ) ( 17,030 ) Consolidated net loss $ 342,601 $ 269,949 $ 237,734 (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. F-37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIRIDIAN THERAPEUTICS, INC. Date: February 26, 2026 By: /s/ Stephen Mahoney Stephen Mahoney President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 26, 2026 By: /s/ Seth Harmon Seth Harmon Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Mahoney and Seth Harmon, and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Stephen Mahoney President, Chief Executive Officer and Director February 26, 2026 Stephen Mahoney (Principal Executive Officer) /s/ Seth Harmon Chief Financial Officer February 26, 2026 Seth Harmon (Principal Financial Officer; Principal Accounting Officer) /s/ Tomas Kiselak Chairman of the Board February 26, 2026 Tomas Kiselak /s/ Sarah Gheuens Director February 26, 2026 Sarah Gheuens, M.D., Ph.D. /s/ Jeff Ajer Director February 26, 2026 Jeff Ajer /s/ Christopher Cain Director February 26, 2026 Christopher Cain /s/ Arlene Morris Director February 26, 2026 Arlene Morris /s/ Jennifer Moses Director February 26, 2026 Jennifer Moses