CRISPR Therapeutics AG

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In March 2026, we completed the 2026 Note Offering, issuing an aggregate principal amount of $600.0 million of Notes. This level of debt could have significant consequences on our future operations, including:

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making it more difficult for us to meet our payment and other obligations under the Notes and our other debt;

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resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our existing and/or future debt agreements, which event of default could result in all of our debt becoming immediately due and payable;

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preventing us from raising funds necessary to repurchase the Notes following a fundamental change;

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placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged and that, therefore, may take advantage of opportunities that our debt levels or leverage prevent us from exploiting.

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Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt.

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Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing indebtedness or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Notes and our other debt and to fund other liquidity needs. If we cannot generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the Notes, sell assets, reduce or delay capital investments, seek to raise additional capital or any combination of the foregoing. If we raise additional debt, it would increase our interest expense, leverage and operating and financial costs. We cannot assure you that any of these actions could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on the Notes and any other indebtedness or to fund our other liquidity needs. In addition, the terms of existing or future debt agreements may restrict us from adopting any of these alternatives. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. The failure to generate sufficient cash flow or to effect any of these alternatives could significantly adversely affect the value of the Notes and our ability to pay amounts due under the Notes.

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Transactions Relating To Our Notes May Affect The Value Of Our Common Shares.

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The conversion of some or all of the Notes would dilute the ownership interests of existing shareholders to the extent we satisfy our conversion obligation by delivering common shares upon any conversion of such Notes. Our Notes may become in the future convertible at the option of their holders under certain circumstances. If holders of our Notes elect to convert their Notes, we may settle our conversion obligation by delivering to them a significant number of common shares, which would cause dilution to our existing shareholders.

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We are updating and supplementing our risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 12, 2026 to add the following risk factors: