ROCKET PHARMACEUTICALS, INC.

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

The following table summarizes our results of operations, in thousands, for each of the periods presented:

Research and Development Expenses

R&D expenses decreased $4.5 million to $31.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in R&D expenses was primarily driven by decreases in manufacturing and development and direct material costs of $5.8 million, stock-based and other compensation and benefits expense of $2.0 million due to decreased R&D headcount. The decrease was partially offset by increases in clinical trial expenses of $2.8 million and professional fees of $0.6 million.

General and Administrative Expenses

G&A expenses decreased $11.4 million to $17.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in G&A expenses was primarily driven by decreases in legal expenses of $5.7 million as a result of legal litigation settlement in 2025, decrease in commercial preparation related expenses of $4.6 million due to lower headcount and lower spending on commercial launch, and stock-based and other compensation and benefit expenses of $2.8 million due to decreased G&A headcount. The decrease was partially offset by milestone related expenses of $2.4 million.

Other Income, Net

Other income decreased $2.1 million to $0.9 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in other income was primarily driven by decreases in interest and other income, net, of $1.2 million and accretion of discount on investments, net, of $1.0 million due to lower investment balance and interest rates year over year.

Liquidity and Capital Resources

We have not generated any revenue and have incurred losses since inception. Operations of the Company are subject to certain risks and uncertainties, including, among others, those related to drug candidate development, technology and data security, patents and proprietary rights, our lack of commercial manufacturing marketing or sales experience, dependency on key personnel, compliance with government regulations and the need to obtain additional financing. Drug candidates currently under development will require significant additional R&D 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.

Our drug candidates are in the development and clinical stage. There can be no assurance that our R&D will be successfully completed, that adequate protection for our intellectual property will be obtained, that any products developed will obtain necessary government approval or that any approved products will be commercially viable. Even if our product development efforts are successful, it is uncertain when, if ever, we will generate significant revenue from product sales. We operate in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.

Our consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. Rocket has incurred net losses and negative cash flows from its operations each year since inception. We incurred net losses of $47.6 million for the three months ended March 31, 2026, and $223.1 million for the year ended December 31, 2025. We have experienced negative cash flows from operations and as of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $1.49 billion and $1.44 billion, respectively. As of March 31, 2026, we had $144.4 million of cash, cash equivalents and investments. In April 2026, we entered into an agreement to sell our PRV for $180 million, providing non-dilutive capital to support advancement of the Company’s cardiovascular gene therapy pipeline and extend its operational runway. We believe that, based on our current operating plan, our existing cash, cash equivalents, and investments, together with the anticipated proceeds from the sale of the Company’s PRV, will be sufficient to fund our operating expenses and capital expenditure requirements into the second quarter of 2028. Since inception, we have financed our operations primarily through the sale of equity securities and continue to manage our capital resources in a disciplined manner with a focus on operational execution, strategic prioritization, and long-term sustainability.

In the longer term, our future viability is dependent on our ability to generate cash from operating activities or to raise additional capital to finance our operations. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation, or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Our failure to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities, in thousands, for each of the periods presented: