Relay Therapeutics, Inc.

1. Nature of Business and Basis of Presentation

Relay Therapeutics, Inc. (the "Company") was incorporated in Delaware on May 4, 2015 and is headquartered in Cambridge, Massachusetts. The Company is a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. The Company’s Dynamo® platform integrates an array of leading-edge computational and experimental approaches designed to drug protein targets that have previously been intractable or inadequately addressed. The Company’s initial focus is on enhancing small molecule therapeutic discovery in targeted oncology and genetic disease indications. The Company’s lead product candidate, zovegalisib (RLY-2608), is in clinical development. The Company is also progressing its NRAS-selective inhibitor, RLY-8161, to address NRAS-mutated solid tumors, as well as its non-inhibitory chaperone for Fabry disease. The Company is also advancing early-stage discovery programs across both precision oncology and genetic diseases.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities.

The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

The Company has devoted substantially all of its resources to developing its product candidates by integrating its computational and experimental approaches, building its intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations.

The Company has incurred net operating losses since inception and had an accumulated deficit of$2.0 billion as of December 31, 2025. The Company expects that its existing cash, cash equivalents, and investments as of December 31, 2025 will enable it to fund its planned operating expenses and capital expenditures for at least one year from the date of the issuance of these consolidated financial statements. 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. The Company’s failure to raise capital as and when needed could have a material adverse effect on its financial condition and ability to pursue its business strategies. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into license or collaboration arrangements or obtain government grants. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, product portfolio expansion, or commercialization efforts, which could adversely affect its business prospects. In the event the Company requires additional funding, there can be no assurance that it will be successful in obtaining sufficient funding on terms acceptable to the Company to fund its continuing operations, if at all.

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for reporting on Form 10-K.

The Company’s consolidated financial statements include the accounts of Relay Therapeutics, Inc. and its wholly-owned subsidiaries, Relay Therapeutics Securities Corporation and Relay ML Discovery, LLC.

All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of contingent milestone payments in connection with the acquisition of ZebiAI Therapeutics, Inc. ("ZebiAI") in 2021, the determination of the transaction price and standalone selling price of performance obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the timing of expense recognition for certain research and development activities, the valuation of equity instruments, and the incremental borrowing rate for determining operating lease assets and liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

Segments

In general, segments are identified as components of an enterprise or business about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM") in making decisions on how to allocate resources and assess performance of the enterprise or business.

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to provide enhancements to segment disclosures, even for entities with one reportable segment. In particular, the standard requires disclosure of significant segment expenses regularly (a) provided to the CODM and (b) included within each reported measure of segment profit and loss. The standard also requires disclosure of all other segment items by reportable segment and a description of its composition. Finally, the standard requires disclosure of the title and position of the CODM and an explanation of CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The Company adopted ASU 2023-07 upon filing its Annual Report on Form 10-K for the year ended December 31, 2024.

The Company's CODM is the President and Chief Executive Officer.

The Company and the CODM view the Company's operations asone segment, which is using innovative experimental and computational approaches on protein motion for making medicines to drug protein targets that have previously been intractable or inadequately addressed.

For further considerations, refer to Note 3, Segment Information.

Cash Equivalents

The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds, are stated at fair value.

Restricted Cash

As of December 31, 2025 and 2024, the Company had restricted cash of$1.3 million and$2.1 million, respectively, to secure letters of credit in connection with the Company's operating leases, as detailed in Note 12, Operating Leases. The Company classified the restricted cash as a noncurrent asset on its consolidated balance sheets, consistent with the terms of the operating lease agreements.

Investments

Investments in marketable securities are classified as available-for-sale.

Investments are measured and reported at fair value using quoted prices in active markets for similar securities.

Premiums or discounts from par value are amortized to interest income over the life of the underlying investment.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). Certain amendments thereto were also issued by the FASB. The Company adopted ASU 2016-13, as well as the related amendments thereto, on January 1, 2022, pursuant to which the Company reviews investments whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. In connection therewith, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors, considering the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If the assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded on the consolidated balance sheet, limited by the amount that the fair value is less than the amortized cost basis. Any impairment not related to credit is recognized in other comprehensive loss as a separate component of stockholders' equity. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense in general and administrative expenses within the consolidated statements of operations and comprehensive loss. Losses are charged against the allowance when the Company believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

In the event no credit losses are identified, the entire change in fair value of investments are recognized as unrealized gains and losses, which are included as a component of accumulated other income/(loss) on the consolidated balance sheets and statements of stockholders' equity, as well as a component of other comprehensive income/(loss) on the consolidated statements of operations and comprehensive loss, until realized. To the extent there are realized gains/(losses), such amounts are specifically identified and included in interest income.

All of the Company’s available-for-sale securities are available to the Company for use in current operations. As a result, the Company classified all such securities as current assets as of December 31, 2025 and 2024, although the stated maturity of some individual securities may be one year or more beyond the balance sheet dates.

Concentration of Credit Risk and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and investments. From time to time, the Company has maintained all of its cash, cash equivalents, and investments at certain accredited financial institutions in amounts that exceed federally insured limits. The Company generally invests its excess capital in money market funds, U.S. treasury bonds, U.S. treasury bills, and agency bonds, all of which are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards, and limits the credit exposure of any single issuer.

The Company is dependent on third-party suppliers for research and development activities of its programs, including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a small number of these suppliers, as discussed in Note 11, Commitments and Contingencies, to meet its requirements for certain of its programs. These programs could be adversely affected by a significant interruption in preclinical and clinical testing, as well as the supply of active pharmaceutical ingredients and formulated drugs.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under 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 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.

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Level 1—Quoted prices in active markets for identical assets or liabilities.

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Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful life of the asset. Laboratory and computer equipment are depreciated over three years. Furniture and fixtures are depreciated over five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations.

Property and equipment, net consisted of the following:

Impairment of Long-Lived Assets

The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured in an amount by which the book values of the assets exceed their fair value.

The Company didnot recognize any impairment losses for the years ended December 31, 2024 and 2023.

In connection with the acquisition of ZebiAI in 2021, the Company recorded an intangible asset for the assembled workforce of $2.3 million. During the year ended December 31, 2025, over 70 employees were involuntarily terminated, after which the Company concluded there was no ongoing benefit from the assembled workforce. Therefore, the intangible asset was considered to be impaired and written-off within research and development expenses during the year ended December 31, 2025.

The Company didnot recognize any other impairment losses for the year ended December 31, 2025.

Research and Development Costs

In general, research and development expenses include salaries, stock compensation and benefits of employees, third-party license fees, and other operational costs incurred in connection with the Company’s research and development activities, including allocated facility expenses and external costs of outside vendors engaged to conduct both preclinical studies and clinical trials. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

The Company expenses research and development costs as incurred. When evaluating the adequacy of expense recognized, particularly from services performed by external third parties, the Company analyzes progress of the services, including the phase or completion of events, invoices received, and contracted costs. Judgments and estimates are made in determining the expense recognized and the related prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical estimates have not been materially different from the actual costs.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

Stock Compensation

For stock options and restricted stock units ("RSUs") granted to employees, directors, and other consultants with vesting over specified periods of continued service, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price on such date for RSUs. In connection therewith, compensation expense for such awards is recognized under the straight-line method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur.

For stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service and contingent upon achievement of certain performance conditions, the Company measures their fair value on the grant date using (a) the Black-Scholes Option Pricing Model for stock options and (b) the Company’s closing stock price on such date for RSUs. In connection therewith, compensation expense for such awards is recognized under the accelerated attribution method over the requisite service period, which is generally the vesting period. The Company recognizes the impact of forfeitures on compensation expense as they occur.

For stock options and RSUs granted to employees, directors, and other consultants with vesting over specified periods of continued service and contingent upon achievement of certain market conditions, the Company measures their fair value on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. In connection therewith, compensation expense for such awards is recognized under the accelerated attribution method over the derived service period or requisite service period, whichever is longer, regardless of whether the market conditions have been achieved. The Company recognizes the impact of forfeitures on compensation expense as they occur.

Revenue Recognition

The Company accounts for revenue recognition in accordance with ASC 606, pursuant to which an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps at contract inception: (i) identify the contract(s) with customer(s); (ii) identify the performance obligation(s) in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract(s); and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations at contract inception. The Company then determines the transaction price and allocates it to the performance obligations. As part of the accounting for such arrangements, the Company must use judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above, including the determination of whether milestones or other variable consideration should be included in the transaction price; and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of the transaction price in step (iv) above.

The Company utilizes key assumptions and judgments in (a) determining the stand-alone selling price for each performance obligation, which may include discounted cash flow models, evaluation of comparable transactions, and pricing considered in negotiating the transaction and estimated costs, and (b) determining how the transaction price is allocated amongst the performance obligations. The Company also uses judgment to determine whether milestones or other variable consideration should be included in the transaction price. As part of management’s evaluation of the transaction price, the Company considers numerous factors, including whether the achievement of the milestones is outside of the Company's control, contingent upon the efforts of others, or subject to scientific risks of success. If the Company concludes it is probable that a significant revenue reversal would not occur, the associated milestone payment is included in the transaction price. Milestone payments that are not within the Company's control, such as regulatory approvals, are generally not considered probable until those milestones are achieved. The Company re-evaluates the transaction price, including estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue-based royalties, including milestone payments based on the level of sales, the Company will include royalties in the transaction price at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty is allocated has been satisfied (or partially satisfied).

Once the performance obligations are identified, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price. The Company then recognizes as revenue the amount of the transaction price allocated to the respective performance obligation when (or as) it is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, the Company recognizes revenue based on the use of either an output or input method.

Contract Assets and Liabilities

In general, a contract asset is an entity's right to consideration in exchange for goods or services the entity has transferred to a customer when the right is conditioned on something besides the passage of time. The Company recognizes a contract asset when it transfers goods or services to a customer before the customer pays consideration and/or before payment is due, excluding any amounts presented as a receivable. The Company also assesses contract assets for credit losses.

In general, a contract liability, or deferred revenue, primarily relates to amounts for which an entity has received payment or has the unconditional right to receive payment in the future, but has not yet satisfied the related performance obligations. The Company records such payments or consideration due as deferred revenue and until it satisfies the performance obligations under such arrangements. In connection therewith, upfront payments from the Company's licensing agreements do not represent financing, as the payment is not funding the transfer of good or services and the technology under the licenses granted reflects research and development expenses already incurred.

Leases

Pursuant to ASC Topic 842, Leases ("ASC 842"), the Company determines if an arrangement is or contains a lease at inception. For leases with a term of 12 months or less, the Company does not recognize a right-of-use asset or lease liability. The Company’s operating leases are recognized on its consolidated balance sheets as other noncurrent assets, other current liabilities, and other noncurrent liabilities. The Company does not have any finance leases.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. Operating lease right-of-use assets also include the effect of any lease payments made prior to commencement and exclude lease incentives. The lease terms may include options toextend orterminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, which are accounted for as a combined element.

Comprehensive Loss

Comprehensive loss includes net loss, as well as other changes in stockholders’ equity resulting from transactions and economic events other than those with stockholders. For the years ended December 31, 2025, 2024, and 2023, other comprehensive income (loss) consisted of changes in unrealized gains and losses from available-for-sale investments.

Net Loss per Common Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of common shares outstanding during the period and the effect of any dilutive securities. For periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

For additional discussion of net loss per common share, please refer to Note 9, Net Loss per Share.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events recognized in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. The tax position first must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has agreater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. as well as the related net interest and penalties.

Recently Adopted Accounting Pronouncements

As noted above, the Company adopted (a) ASU 2016-13, as well as the related amendments thereto, on January 1, 2022 and (b) ASU 2023-07 upon filing of its Annual Report on Form 10-K for the year ended December 31, 2024. The adoption of the standards noted did not have a material impact on the Company's consolidated financial statements or footnotes, except as otherwise noted.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. In particular, the standard requires more detailed information in the income tax rate reconciliation, as well as other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption was permitted. The Company adopted the standard upon filing of this Annual Report on Form 10-K and such standard did not have a material impact on the Company's consolidated financial statements or footnotes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), the objective of which is to improve disclosures around an entity's expenses. In particular, the standard will require disclosure of additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for years beginning after December 15, 2026, as well as for interim periods beginning after

December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes.

3. Segment Information

As summarized in Note 2, Significant Accounting Policies, the Company’s CODM is the President and Chief Executive Officer and the Company views its operations asone segment, which is using innovative experimental and computational approaches on protein motion for making medicines to drug protein targets that have previously been intractable or inadequately addressed. The factors used in determining the Company’s segments include the nature of the Company’s operating activities, the organizational and reporting structure, and the type of information provided to and reviewed by the Company’s CODM to allocate resources and evaluate financial performance.

The measure of segment assets is reported on the Company’s consolidated balance sheets as total consolidated assets. The Company only operates in the United States and all tangible assets, consisting of property and equipment and operating lease right-of-use assets, are held in the United States.

The Company’s CODM uses consolidated net loss to evaluate the Company’s expenditures and monitor budget-to-actual results. In connection therewith, the review of budget-to-actual results is used in assessing performance of the Company’s one operating segment, as well as in establishing resource allocations across the Company.

The following tables illustrates information about segment revenue, significant segment expenses, and segment net loss.

The expense categories and amounts in the table above align with the segment-level information regularly provided to the CODM.

(1) "Employee related expenses" within research and development expenses excludes stock compensation expense.

(2) "Other expenses" within research and development expenses excludes depreciation expense.

(3) "General and administrative expenses" excludes stock compensation expense and depreciation expense.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

In determining the fair value of its investments at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data.

Fair Value of Contingent Consideration

In 2021, the Company acquired ZebiAI.

Pursuant to the terms of the acquisition, the Company is liable for certain contingent consideration, including (a) up to $85.0 million in platform and program milestones ("Contingent Milestone Payments") and (b) up to $100.0 million in earnout payments ("Contingent Earnout Payments"), both payable to ZebiAI's former equity holders upon achievement.

The Company classified the Contingent Milestone Payments within Level 3 of the fair value hierarchy. Pursuant to ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"), the Company has accounted for the Contingent Milestone Payments as a liability and remeasured the fair value at each reporting period based on the probability of achieving the milestones and timing. Significant judgment has been used in determining the underlying assumptions. In connection therewith, the liability was recorded at $0 on the consolidated balance sheet as of December 31, 2025.

The Company has not accounted for the Contingent Earnout Payments as derivatives under ASC Topic 815, Derivatives and Hedging ("ASC 815"). As such, they were only measured at fair value as of the acquisition date and have not been re-assessed at fair value as of each reporting period end. During the year ended December 31, 2024, the contingency was resolved without the consideration becoming payable. Therefore, the liability was recorded at $0 on the consolidated balance sheet as of December 31, 2025.

The following table reconciles the change in the contingent consideration liability:

5. Investments

The fair value of available-for-sale investments by type of security was as follows:

The following tables summarize the Company's available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position:

As summarized in the tables immediately above, the Company held 8 and 58 debt securities that were in an unrealized loss position as of December 31, 2025 and 2024, respectively. The unrealized losses at December 31, 2025 and 2024 were attributable to changes in interest rates and the unrealized losses do not represent credit losses. The Company does not intend to sell such securities and it is not more likely than not that it will be required to sell them before recovery of their amortized cost basis.

6. Accrued Expenses

Accrued expenses consisted of the following:

7. Common Stock

Each share of common stock entitles the stockholder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of December 31, 2025, no dividends had been declared.

At-the-Market Offerings

In August 2021, the Company entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC ("Cowen"), pursuant to which the Company could offer and sell shares of its common stock having aggregate gross proceeds of up to $300.0 million from time to time in "at-the-market" offerings through Cowen, as the Company’s sales agent.

As of December 31, 2022, no shares of common stock had been sold under the 2021 Sales Agreement.

During the year ended December 31, 2023, the Company sold 3,026,072 shares of common stock under the 2021 Sales Agreement at a weighted-average price of $10.26 per share. The Company received proceeds of $30.3 million therefrom, which were net of $0.8 million in commissions paid to Cowen and other offering expenses.

During the year ended December 31, 2024, the Company sold 1,889,597 shares of common stock under the 2021 Sales Agreement at a weighted-average price of $9.73 per share. The Company received $17.9 million in proceeds therefrom, which were net of $0.5 million in commissions paid to Cowen and other offering expenses.

In August 2024, the 2021 Sales Agreement was terminated by mutual agreement between the Company and Cowen. Separately, the Company entered into a new sales agreement (the "2024 Sales Agreement") with TD Securities (USA) LLC ("TD Securities"), pursuant to which the Company may offer and sell shares of its common stock having aggregate gross proceeds of up to $250.0 million from time to time in "at-the-market" offerings through TD Securities, as the Company’s sales agent.

As of December 31, 2025, there wereno sales of common stock under the 2024 Sales Agreement.

Private Placement

In January 2024, the Company entered into a securities purchase agreement with Nextech Crossover I SCP for the private placement of 2,500,000 shares of common stock at $12.00 per share (the "Private Placement"). The Company received $29.8 million in proceeds from the Private Placement, which was net of $0.2 million in offering expenses.

Follow-On Offering

In September 2024, the Company completed a public offering of 32,857,143 shares of common stock at an offering price of $7.00 per share. The Company received proceeds of $218.2 million, which was net of $11.8 million in underwriting discounts and other expenses.

8. Stock Compensation

In 2016, the Company adopted the 2016 Stock Option and Grant Plan (the "2016 Stock Plan"). Subsequent to July 2020, no further awards have been granted under the 2016 Stock Plan and all equity-based awards have been and will continue to be granted under the 2020 Stock Option and Incentive Plan (the "2020 Stock Plan"). To the extent outstanding options granted under the 2016 Stock Plan are cancelled, forfeited, or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2016 Stock Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Plan.

In 2020, the Company’s stockholders approved the 2020 Stock Plan. All of the Company’s employees, officers, directors, and consultants are eligible to be granted options, restricted stock units, and other stock-based awards under the terms of the 2020 Stock Plan, which originally provided for the issuance of up to 8,376,080 of stock-based awards. The 2020 Stock Plan is also subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to 5% of the number of outstanding shares on the immediately preceding December 31 or such lesser number of shares approved by the Company’s board of directors or compensation committee of the board of directors. On January 1, 2025, the number of shares available for issuance under the 2020 Stock Plan was increased by 8,387,785 shares of common stock. There were 12,009,179 stock-based awards available for issuance at December 31, 2025 under the 2020 Stock Plan.

In 2020, the Company adopted an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to enroll in six-month offering periods. Participants may purchase shares of the Company’s common stock, through after-tax payroll deductions, at a price equal to 85% of the fair market value of the common stock on the first or last day of the applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 30 and December 31 each year. The Company’s stockholders originally authorized 1,092,532 shares for issuance pursuant to the ESPP, which is subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to the lesser of 2,185,064 shares of the Company’s common stock,1% of the number of outstanding shares on the immediately preceding December 31, or an amount determined by the Company’s board of directors. On January 1, 2025, the number of shares available for issuance under the ESPP was increased by 1,677,557 shares of common stock. There were 6,157,661 shares available for issuance at December 31, 2025 under the ESPP.

In connection with all stock-based payments, total stock compensation expense recognized was as follows:

Time-Based Stock Options

The Company has historically granted stock options to employees, directors, and consultants with vesting subject to continued service over time. Accordingly, stock compensation expense for such awards is recognized using a straight-line attribution model over the vesting term.

The following table summarizes activity for time-based stock options for the year ended December 31, 2025:

The total intrinsic value of time-based stock options exercised was $0.3 million, $6.7 million, and $4.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The fair value of each time-based stock option granted is estimated on the grant date using the Black-Scholes option pricing model, pursuant to which the weighted-average grant date fair values were $3.09, $4.87, and $12.83 during the years ended December 31, 2025, 2024, and 2023, respectively.

The following table summarizes the assumptions used in calculating the fair value of the time-based stock options granted:

The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data as a public company to provide a reasonable basis upon which to estimate the expected term for time-based stock options granted. The expected term is applied to the group of time-based stock option grants as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior amongst the Company’s employees, directors, and consultants. The risk-free interest rate is based on a U.S. treasury instrument, whose term is consistent with the expected term of the time-based stock options. The Company’s assumption for volatility is based on historical volatility of (a) the Company's stock price on the Nasdaq Global Market and (b) a group of peer companies with similar characteristics to the Company and who have similar risk profiles and positions within the industry. The Company has not historically issued dividends and, therefore, estimates none in calculating the grant date fair value of time-based stock options.

As of December 31, 2025, the total unrecognized stock compensation related to unvested time-based stock options was $27.6 million, which the Company expects to recognize over a weighted-average period of approximately 1.27 years.

Performance-Based Stock Options

In prior years, the Company granted options to certain employees with vesting subject to achievement of certain performance conditions, as well as continued service over time. Specifically, commencement of vesting was contingent on achievement of various goals over specified periods, subject to approval by either the Company’s Board of Directors or President and Chief Executive Officer.

For the performance-based stock options, the Company applied variable accounting until the performance criteria were determined to be achieved, at which time vesting commenced over contractual service periods. Furthermore, because (a) the awards were authorized prior to the accounting grant date pursuant to ASC Topic 718, Stock Compensation ("ASC 718"), (b) the recipients were providing service prior to the accounting grant date, and (c) there were performance conditions that, if not met by the accounting grant date, would have resulted in the forfeiture of the award, the service inception dates preceded the accounting grant dates. Ultimately, the stock compensation expense for the options was determined based on the fair value of the awards on the accounting grant dates, which was then recognized using an accelerated attribution model over the vesting term commencing upon the actual or expected accounting grant dates.

For the performance-based stock options granted in prior years, all performance conditions were resolved in prior years and the grant dates were set prior to December 31, 2025.

The following table summarizes activity for performance-based stock options for the year ended December 31, 2025:

The total intrinsic value of performance-based stock options exercised was $0.1 million, $0.1 million, and $0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The fair value of each performance-based stock option granted in prior years was estimated on the accounting grant date, or at the end of each reporting period if variable accounting was applied, using the Black-Scholes option-pricing model. There wereno performance-based stock options granted during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, the total unrecognized stock compensation related to unvested performance-based stock options was $0.

Time-Based RSUs

The Company has historically granted RSUs to employees, directors, and consultants with vesting subject to continued service over time. Accordingly, stock compensation expense for such awards is recognized using a straight-line attribution model over the vesting term. The fair value of each time-based RSU is based on the closing price of the Company’s common stock on the date of grant.

The following table summarizes activity for time-based RSUs for the year ended December 31, 2025:

The fair value of time-based RSUs vested during the year ended December 31, 2025 was $18.1 million.

As of December 31, 2025, the total unrecognized compensation related to unvested time-based RSUs granted was $13.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.03 years.

Performance-Based RSUs

Besides the 2023 Market-Based Awards, as defined below, the Company had only granted time-based RSUs to employees, directors, and consultants, as summarized above, prior to the year ended December 31, 2024. During the year ended December 31, 2024, the Company granted RSUs to certain employees with vesting subject to achievement of certain performance conditions, as well as continued service over time. Specifically, commencement of vesting was contingent on achievement of various goals over specified periods, subject to approval by either the Company's Board of Directors or Compensation Committee of the Board of Directors.

There wereno other grants of similar awards during the year ended December 31, 2025.

For the performance-based RSUs, the Company applied variable accounting until the performance criteria were determined to be achieved, at which time vesting commenced over contractual service periods. Furthermore, because (a) the awards were authorized prior to the accounting grant date pursuant to ASC 718, (b) the recipients were providing service prior to the accounting grant date, and (c) there were performance conditions that, if not met by the accounting grant date, would have resulted in the forfeiture of the award, the service inception dates preceded the accounting grant dates. Ultimately, the stock compensation expense for the RSUs was determined based on the fair value of the awards on the accounting grant dates, which is then being recognized using an accelerated attribution model over the vesting term commencing upon the actual or expected accounting grant dates.

For the performance-based RSUs granted during the year ended December 31, 2024, the performance conditions were resolved during the year ended December 31, 2025 and, therefore, the accounting grant dates were set prior to December 31, 2025.

The following table summarizes activity for performance-based RSUs for the year ended December 31, 2025:

The fair value of performance-based RSUs vested during the year ended December 31, 2025 was $5.7 million.

As of December 31, 2025, the total unrecognized compensation related to unvested performance-based RSUs granted was $0.1 million, which the Company expects to recognize during the three months ending March 31, 2026.

Market-Based Awards

During the year ended December 31, 2023, the Company granted 1,512,820 stock options and 405,770 RSUs to certain employees, with vesting over three years of continued service and contingent upon achievement of certain market conditions ("2023 Market-Based Awards"). The Company measured the fair value of the 2023 Market-Based Awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. Ultimately, the fair value of the 2023 Market-Based Awards was estimated as $12.53 per share for the stock options and $16.11 per share for the RSUs, yielding a total of $25.5 million. The total compensation expense, or $25.5 million, is being recognized pursuant to the accelerated attribution method over the requisite service period ofthree years, regardless of whether the market conditions have been achieved. The impact of forfeitures, if any, will be recognized upon occurrence.

There wereno other grants of similar awards during the years ended December 31, 2025 and 2024.

As of December 31, 2025, the market conditions underlying the 2023 Market-Based Awards had not been achieved and, therefore, none had vested. In connection therewith, none of the options were exercised andnone of the RSUs were released through December 31, 2025. As of December 31, 2025,211,420 options and 105,910 RSUs from the Market-Based Awards had been cancelled.

As of December 31, 2025, the total unrecognized compensation related to unvested market-based awards granted was $0.1 million, which the Company expects to recognize during the three months ending March 31, 2026.

Employee Stock Purchase Plan

The following table summarizes activity under the Company's ESPP during the years ended December 31, 2025, 2024, and 2023, including (a) after-tax contributions from employees, (b) shares purchased, and (c) weighted-average assumptions used in the Black-Scholes option pricing model to estimate the fair value of the option component of the shares purchased.

As of December 31, 2025, there wasno unrecognized stock compensation expense related to ESPP, since the purchase for the offering period between July 1, 2025 and December 31, 2025 was transacted on December 31, 2025.

9. Net Loss per Share

The following table summarizes the computation of basic and diluted net loss per share of the Company:

For the years ended December 31, 2025, 2024, and 2023, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. In computing diluted net loss per share for the years ended December 31, 2025, 2024, and 2023, the Company excluded the following potentially dilutive securities, as the effect would be anti-dilutive and reduce the net loss per share calculated for each period.

The amounts included in the table above for options and RSUs are presented based on amounts outstanding at each period end.

The amounts included in the table above for common stock issued upon milestone achievement are presented based on the weighted-average anti-dilutive effect from shares issued in connection with Contingent Milestone Payments in each of the periods presented.

10. Collaboration and License Agreements

Genentech, Inc.

In December 2020, the Company and Genentech, Inc. ("Genentech") entered into the Collaboration and License Agreement (as amended from time to time, the "Genentech Agreement"), which granted Genentech a license to develop and commercialize migoprotafib (GDC-1971, formerly known as RLY-1971).

Effective as of January 7, 2025 (the "Termination Date"), Genentech elected to terminate the Genentech Agreement without cause. As a result of the termination of the Genentech Agreement, the Company is not entitled to receive any further milestones or other payments due after the Termination Date. The parties ceased to have any development or commercialization obligations after the Termination Date and the licenses the Company granted to Genentech pursuant to the Genentech Agreement ceased to be in effect as of the Termination Date.

Through the Termination Date, consideration under the Genentech Agreement totaled $121.8 million.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized $0, $10.0 million, and $25.5 million, respectively, of revenue from the Genentech Agreement.

Elevar Therapeutics, Inc.

In December 2024, the Company and Elevar Therapeutics, Inc. ("Elevar") entered into the Exclusive License Agreement (as amended from time to time, the "Elevar Agreement"), pursuant to which Elevar was granted exclusive global development and commercialization rights for lirafugratinib (RLY-4008), the Company's selective oral small molecule inhibitor of fibroblast growth factor receptor 2 ("FGFR2"). Upon execution of the Elevar Agreement, Elevar is responsible for all further development activities and global commercialization for lirafugratinib in FGFR2-driven cholangiocarcinoma and FGFR2-altered other solid tumors.

As of December 31, 2025, consideration under the Elevar Agreement totaled $15.4 million, consisting of:

•

$5.0 million upon execution;

•

$3.4 million upon transfer of active pharmaceutical ingredient and other materials; and

•

$7.0 million in milestone payments.

The Company is also eligible to receive up to $488.0 million in regulatory and commercial milestone payments, as well as tiered royalties.

Accounting Analysis

Identification of the Contract

The Company concluded Elevar was a customer and, as such, the Elevar Agreement was within the scope of ASC 606.

Identification of Performance Obligations

At commencement of the Elevar Agreement, the Company identified the following performance obligations:

•

License to develop and commercialize lirafugratinib and the related know-how; and

•

Transfer of active pharmaceutical ingredient and other materials related to lirafugratinib.

Determination of Transaction Price

As of December 31, 2025, the transaction price for the Elevar Agreement was $15.4 million, which included the payments noted above. In connection therewith, certain milestone payments and royalties were excluded from the transaction price as of December 31, 2025, because such payments were variable consideration fully constrained. As part of management’s evaluation of the constraint, the Company considered numerous factors, including consideration of the fact that achievement of the milestones is outside of the Company’s control, contingent upon Elevar's efforts, the receipt of regulatory approval, and subject to scientific risks of success.

Allocation of Transaction Price to Performance Obligations

The Company allocated the transaction price of $15.4 million to each performance obligation using estimates of their stand-alone selling prices ("SSP"). However, the estimates had no impact on the Company's consolidated financial statements through December 31, 2025, since each performance obligation was completed in the year ended December 31, 2025, as noted below.

Recognition of Revenue

During the year ended December 31, 2024, the Company recognized $0 in revenue from the Elevar Agreement, since none of the performance obligations thereunder were completed as of December 31, 2024.

During the year ended December 31, 2025, the Company recognized $15.4 million in revenue from the Elevar Agreement, specifically in connection with the completion of each of the Company's performance obligations thereunder in the current period, as well as receipt of certain milestone payments.

11. Commitments and Contingencies

Intellectual Property License

The Company has a Collaboration and License Agreement with D. E. Shaw Research, LLC ("D. E. Shaw Research"), pursuant to which the Company and D.E. Shaw Research jointly conducted research efforts with the goal of identifying and developing product candidates (as amended from time to time, the “DESRES Agreement”). The initial research term of the DESRES Agreement expired on August 16, 2025. The DESRES Agreement continues on a target-by-target basis until all payment obligations have expired.

The Company paid an annual collaboration fee of $9.9 million during the initial research term from 2021 to 2025. The Company is also obligated to pay development milestone payments under the terms of the DESRES Agreement up to $7.3 million per target, plus sales milestones and royalties, upon the achievement of certain specified contingent events. Such payments for achievement of development and regulatory milestones total up to $7.3 million in the aggregate for each of the first three products the Company develops and up to $6.3 million, in the aggregate, for each product the Company develops thereafter. The Company assessed the milestone events and royalties under the DESRES Agreement as of December 31, 2025 and 2024, concluding certain milestone payments were triggered as of December 31, 2025 and subsequently paid in January 2026 and no such payments were due as of December 31, 2024.

For the years ended December 31, 2025, 2024, and 2023, the Company recorded research and development expenses of $9.3 million, $9.7 million, and $9.5 million, respectively, under the DESRES Agreement on its consolidated statements of operations.

As of December 31, 2025 and 2024, the Company had prepaid balances of $0 and $5.9 million, respectively, under the DESRES Agreement on its consolidated balance sheets.

As of December 31, 2025 and 2024, the Company had accrued expense and accounts payable balances of $0.6 million and $0.1 million, respectively, under the DESRES Agreement on its consolidated balance sheets.

Other Research Arrangements

The Company has certain other research and license arrangements and other collaborations with third parties, which provide the Company with specified research and/or development services.

12. Operating Leases

399 Binney Street

In December 2017, the Company executed an operating lease agreement for 44,336 square feet of office and laboratory space at 399 Binney Street, Cambridge, Massachusetts, which was increased to 44,807 square feet in January 2018 ("399 Binney Street"). Pursuant to the terms of the operating lease agreement, as further amended in November 2019 and September 2020, the operating lease for 399 Binney Street was previously scheduled to expire on April 30, 2029.

On June 3, 2025, the Company and ARE MA Region No. 58 LLC ("399 Binney Street Landlord") executed another amendment to the operating lease for 399 Binney Street, as amended, pursuant to which termination was accelerated to July 3, 2025. The Company continued to be responsible for rent and other obligations under the operating lease for 399 Binney Street, as amended, through July 3, 2025, at which point such obligations ceased and the operating lease was terminated. In consideration for entry into the amendment on June 3, 2025, the Company also paid the 399 Binney Street Landlord a termination payment of $2.5 million (the "Termination Payment").

Although the Company was obligated to pay rent for the leased premises at 399 Binney Street through July 3, 2025 and the accelerated termination date was July 3, 2025, as agreed between Company and the 399 Binney Street Landlord, the Company had committed to terminating the operating lease for 399 Binney Street, as amended, as of June 3, 2025. Furthermore, the Company's access to the premises was also terminated as of June 3, 2025. Therefore, the Company accounted for termination of the operating lease at 399 Binney Street, as amended, during the three months ended June 30, 2025. In connection therewith, the Company removed the operating lease assets and liabilities from its consolidated balance sheet as of termination, or June 3, 2025, and also recognized the impact of the Termination Payment at such time.

The following table summarizes the adjustments above and reconciles to the net amount as of June 3, 2025:

In the table above, the net amount of $0.5 million was recorded as an addition to the operating lease asset upon commencement of the operating lease for Building 300 at One Kendall Square, Cambridge, MA ("300 OKS"), as described below, during the year ended December 31, 2025. The amount is expected to be amortized as rent expense over the term of the operating lease at 300 OKS.

The following table summarizes the effect of lease costs for the operating lease at 399 Binney Street on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:

The Company made cash payments of $2.2 million, $4.4 million, and $4.3 million under the operating lease agreement for 399 Binney Street during the years ended December 31, 2025, 2024, and 2023, respectively.

Building 300 at One Kendall Square

On June 3, 2025, the Company executed an operating lease agreement for 300 OKS with ARE MA Region No. 59 LLC ("300 OKS Landlord"), an affiliate of the 399 Binney Street Landlord. Pursuant to the terms of the operating lease agreement, the Company agreed to lease 12,190 square feet of office space through February 28, 2030. In consideration for entry into the operating lease agreement, the Company also paid the 300 OKS Landlord a relocation payment of $3.5 million (the "Relocation Payment").

Although the Company was only obligated to start paying rent under the operating lease agreement at 300 OKS on July 3, 2025, the Company could physically access and benefit from the space upon lease execution on June 3, 2025. Therefore, the Company recorded an operating lease asset and liability during the three months ended June 30, 2025, which included $0.5 million from the net impact of terminatingthe lease at 399 Binney Street, as amended, on June 3, 2025. The operating lease agreement for 300 OKS expires in February 2030 withno renewal options.

The following table summarizes the presentation of amounts recorded on the Company’s consolidated balance sheets for the operating lease at 300 OKS as of December 31, 2025 and 2024.

The following table summarizes the effect of lease costs for the operating lease at 300 OKS on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:

The Company made cash payments of $4.0 million, $0, and $0 under the operating lease agreement for 300 OKS during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, the minimum lease payments for the Company’s operating lease at 300 OKS for the next five years and thereafter are expected to be as follows:

The remaining lease term and discount rate of the Company's operating lease at 300 OKS were 4.16 years and 10.0%, respectively, at December 31, 2025.

60 Hampshire Street

In May 2021, the Company executed an operating lease agreement for 41,474 square feet of office and laboratory space at 60 Hampshire Street, Cambridge, Massachusetts ("60 Hampshire Street"). The Company gained control of the leased space in July 2022 and, accordingly, recorded an operating lease right-of-use asset and liability at such time. The operating lease expires in June 2032 with no renewal options.

The following table summarizes the presentation of amounts recorded on the Company’s consolidated balance sheets for the operating lease at 60 Hampshire Street as of December 31, 2025 and 2024:

The following table summarizes the effect of lease costs for the operating lease at 60 Hampshire Street on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:

The Company made cash payments of $5.3 million, $5.1 million, and $5.0 million under the operating lease agreement for 60 Hampshire Street during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, the minimum lease payments for the Company’s operating lease at 60 Hampshire Street for the next five years and thereafter are expected to be as follows:

The remaining lease term and discount rate of the Company's operating lease at 60 Hampshire Street were 6.50 years and 8.0%, respectively, at December 31, 2025.

The remaining lease term and discount rate of the Company's operating lease at 60 Hampshire Street were 7.50 years and 8.0%, respectively, at December 31, 2024.

13. Income Taxes

During the years ended December 31, 2025, 2024, and 2023, the Company recordedno income tax benefits due to losses incurred and the uncertainty of future taxable income.

A reconciliation of the expected income tax (benefit) computed using the U.S. Federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2025, 2024, and 2023:

For the years ended December 31, 2025, 2024, and 2023, taxes in California comprised the majority of state taxes, net of federal taxes.

The Company’s deferred tax assets and liabilities at December 31, 2025 and 2024, consist of the following:

The Company has incurred net operating losses ("NOLs") since inception. As of December 31, 2025 and 2024, the Company had federal NOL carryforwards of $923.9 million and $596.3 million, respectively, available to reduce federal taxable income, of which $43.1 million begin to expire in 2035 and $880.8 million do not expire. The Company also had state NOL carryforwards of $625.6 million and $625.2 million as of December 31, 2025 and 2024, respectively, available to reduce state taxable income, which begin to expire in 2035.

As of December 31, 2025 and 2024, the Company also had available federal research and development tax credit carryforwards of $55.9 million and $47.5 million, respectively, available to reduce federal tax liabilities, which begin to expire in 2035.

As of December 31, 2025 and 2024, the Company also had available state research and development tax credit carryforwards of $29.9 million and $27.0 million, respectively, available to reduce state tax liabilities, which being to expire in 2030.

As of December 31, 2025 and 2024, the Company also had available federal orphan drug tax credit carryforwards of $17.0 million and $19.5 million, respectively, available to reduce federal tax liabilities, which begin to expire in 2042.

Utilization of NOL and research and development credit carryforwards may generally be subject to limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 ("Sections 382 and 383") due to ownership changes that have occurred previously or could occur in the future. Such ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset any post-ownership change in taxable income and tax, respectively. The most recent Section 382 study was performed by the Company up to December 31, 2025, through which it was noted that a historic ownership change has likely occurred. Nonetheless, the Company has concluded that, as of December 31, 2025, the prospective utilization of NOL and research and development credit carryforwards from inception through December 31, 2025 (and, therefore, the corresponding federal and state deferred tax assets) should not be restricted by Sections 382 and 383, although ownership changes after December 31, 2025 could impact the Company’s ability to utilize such tax attributes in the future.

The Company recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2025 and 2024, because the Company’s management believes it is more likely than not that such assets will not be realized. The valuation allowance increased by $48.6 million and $132.1 million for the years ended December 31, 2025 and 2024, respectively, primarily as a result of operating losses generated with no corresponding financial statement benefit.

The Company hadno unrecognized tax benefits as of December 31, 2025 and 2024.

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 examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from inception to the present.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted in the U.S. The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act ("TCJA") and restoration of favorable tax treatment for certain business provisions including the expensing of domestic research and development expenditures. The OBBB did not have a material impact on the Company's consolidated financial statements or footnotes.

14. Employee Benefits

In 2016, the Company established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company made matching contributions to the 401(k) Plan of $1.9 million, $2.4 million, and $2.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

15. Subsequent Events

In preparing the consolidated financial statements as of December 31, 2025, the Company evaluated subsequent events for recognition and measurement through the filing date of this Annual Report on Form 10-K. The Company concluded no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements, except as otherwise included in the notes above.

EXHIBIT INDEX

• Filed herewith.

** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

† Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of Item 601(b)(10) of Regulation S-K.