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Beam Therapeutics Inc.

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

BEAM$26.41+2.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001193125-26-210338

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001193125-26-331541

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 181 previous paragraphs and 201 current paragraphs.

131 unchanged; 39 reworded; 18 added; 8 removed; 3 previous and 13 current paragraphs rearranged.

Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

Gain on sale of equity method investment consists of consideration received from the sale of equity method investments.

Current report

The decrease of $6.7 million was primarily due to the following:

Current report

A decrease of $3.6 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the three months ended June 30, 2026.

Current report

An increase of $1.0 million of other expenses driven primarily by milestone activity.

Current report

A decrease of $1.5 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the three months ended June 30, 2026.

Current report

In 2025, Bristol-Myers Squibb Company completed the Acquisition of Orbital. At the closing of the Acquisition, we held 75 million shares of Orbital common stock, which were cancelled and converted into $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows. During the three months ended June 30, 2026, we received $0.5 million of additional cash consideration upon release of certain escrows related to the Acquisition. We may receive additional cash consideration in future periods upon the release of the remaining escrow amounts, if any, in accordance with the terms of the Acquisition.

Current report

Research and development expenses were $199.6 million and $200.6 million for the six months ended June 30, 2026 and 2025, respectively. The following table summarizes our research and development expenses for the six months ended June 30, 2026 and 2025 (in thousands):

Current report

The decrease of $1.0 million was primarily due to the following:

Current report

A decrease of $8.3 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the six months ended June 30, 2026.

Current report

General and administrative expenses were $66.4 million and $54.8 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $11.6 million was primarily due to the following:

Current report

A decrease of $4.5 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the six months ended June 30, 2026.

Current report

In 2025, Bristol-Myers Squibb Company completed the Acquisition of Orbital. At the closing of the Acquisition, we held 75 million shares of Orbital common stock, which were cancelled and converted into $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows. During the six months ended June 30, 2026, we received $0.5 million of additional cash consideration upon release of certain escrows related to the Acquisition. We may receive additional cash consideration in future periods upon the release of the remaining escrow amounts, if any, in accordance with the terms of the Acquisition.

Current report

Interest and other income (expense), net was $17.4 million and $22.2 million of income for the six months ended June 30, 2026 and 2025, respectively.
Removed paragraphs (8)

Previous report

The increase of $5.7 million was primarily due to the following:

Previous report

A decrease of $4.7 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the three months ended March 31, 2026.

Previous report

A decrease of $3.0 million in stock-based compensation driven by the expense recognized on additional one-time stock awards granted in prior years for which there was no equivalent expense in the three months ended March 31, 2026.
Reworded paragraphs (39)

Previous wording

We are conducting a Phase 1/2 clinical trial designed to assess the safety and efficacy of risto-cel for the treatment of sickle cell disease, which we refer to as our BEACON trial. The BEACON trial includes approximately 50 adults and adolescents with severe sickle cell disease who have received prior treatment with at least one disease-modifying agent with inadequate response or intolerance. Following mobilization, conditioning and treatment with risto-cel, patients are assessed for safety and tolerability, with safety endpoints including neutrophil and platelet engraftment. Patients are also assessed for efficacy, with efficacy endpoints including the change from baseline in severe vaso-occlusive events, transfusion requirements, HbF levels, and quality of life assessments. The adult and adolescent enrollment for BEACON is complete, and manufacturing of all doses was completed as of December 2025. The U.S. Food and Drug Administration, or the FDA, has granted orphan drug designation and regenerative medicine advanced therapy designation to risto-cel. Risto-cel has also been accepted into the FDA’s Chemistry, Manufacturing, and Controls Development and Readiness pilot program.

Current wording

We are conducting a Phase 1/2 clinical trial designed to assess the safety and efficacy of risto-cel for the treatment of sickle cell disease, which we refer to as our BEACON trial. The BEACON trial includes approximately 50 adults and adolescents with severe sickle cell disease who have received prior treatment with at least one disease-modifying agent with inadequate response or intolerance. Following mobilization, conditioning and treatment with risto-cel, patients are assessed for safety and tolerability, with safety endpoints including neutrophil and platelet engraftment. Patients are also assessed for efficacy, with efficacy endpoints including the change from baseline in severe vaso-occlusive events, transfusion requirements, HbF levels, and quality of life assessments. Dosing in the BEACON trial is complete for all adult and adolescent patients. The U.S. Food and Drug Administration, or the FDA, has granted orphan drug designation and regenerative medicine advanced therapy designation to risto-cel. Risto-cel has also been accepted into the FDA’s Chemistry, Manufacturing, and Controls Development and Readiness pilot program.

Previous wording

We expect to submit a biologics license application, or BLA, for risto-cel as early as year-end 2026.

Current wording

We expect to report updated data for the BEACON clinical trial by year-end 2026, and expect to submit a biologics license application, or BLA, for risto-cel as early as year-end 2026.

Previous wording

We continue to develop targeted LNPs for thein vivo delivery of gene editing payloads to HSCs. Based on recent advancements in this technology, we are now prioritizingin vivo delivery for our next wave approach to treating sickle cell disease. We have identified multiple targeted LNPs that have the potential for HSC delivery and are currently engaged in lead optimization. In parallel, we are also continuing development of our proprietary ESCAPE platform, which combines antibody-based conditioning with multiplex gene edited HSCs. ESCAPE has the potential to enable non-genotoxic treatment strategies that can be delivered eitherex vivo orin vivo, including as part of any futurein vivo program for sickle cell disease. We are conducting a Phase 1 healthy volunteer clinical trial of BEAM-103, an anti-CD117 monoclonal antibody that enables ESCAPE, and expect to complete dosing in the trial in the first half of 2026.

Current wording

We continue to develop targeted LNPs for thein vivo delivery of gene editing payloads to HSCs. Based on recent advancements in this technology, we are now prioritizingin vivo delivery for our next wave approach to treating sickle cell disease. We have identified targeted LNPs that have the potential for HSC delivery and are currently engaged in lead optimization. In parallel, we are also continuing development of our proprietary ESCAPE platform, which combines antibody-based conditioning with multiplex gene edited HSCs. ESCAPE has the potential to enable non-genotoxic treatment strategies that can be delivered eitherex vivo orin vivo, including as part of any futurein vivo program for sickle cell disease. We have completed enrollment and dosing in a Phase 1 healthy volunteer clinical trial of BEAM-103, an anti-CD117 monoclonal antibody designed to enable ESCAPE. Treatment with BEAM-103 was well tolerated across all doses tested.

Previous wording

Based on feedback from the FDA, we intend to pursue an accelerated approval pathway for BEAM-302 based on a primary endpoint of AAT biomarkers evaluated over 12 months, with 60 mg as the selected dose. To support a future BLA submission, we anticipate enrolling approximately 50 additional patients with AATD-associated lung disease, with or without liver disease, in an expansion of the ongoing open-label Phase 1/2 trial. We expect to initiate the pivotal cohort in the second half of 2026, leveraging our existing global clinical trial network.

Current wording

Based on feedback from the FDA, we intend to pursue an accelerated approval pathway for BEAM-302 based on a primary endpoint of AAT biomarkers evaluated over 12 months, with 60 mg as the selected dose. To support a future BLA submission, we anticipate enrolling approximately 50 additional patients with AATD-associated lung disease, with or without liver disease, in a pivotal expansion of the ongoing open-label Phase 1/2 trial. In July of 2026, we dosed the first patient in the pivotal cohort.

Previous wording

BEAM-304 is a liver-targeting LNP formulation of base editing reagents designed to correct disease-causing mutations responsible for phenylketonuria, or PKU. PKU is an autosomal recessive disorder caused by mutations in the phenylalanine hydroxylase, or PAH, gene that prevents the body from metabolizing the amino acid phenylalanine, or Phe. Elevated levels of Phe may result in severe neurological and neurocognitive impairments. Patients are generally identified via newborn screening, with the standard of care involving a Phe-restricted diet, as well as medicines that manage Phe levels. Initially, we plan to develop BEAM-304 for the treatment of the two most prevalent variants found in PKU patients in the United States, with ongoing research effort to address the majority of the remaining mutations. In preclinical studies, administration of BEAM-304 resulted in the normalization of Phe levels in mice at therapeutically relevant doses, even when consuming a standard diet. In 2026, we plan to submit a regulatory application for authorization to initiate an open-label, dose-ascending, Phase 1/2 trial of BEAM-304 in PKU patients with the R408W mutation. We believe that learnings from this trial have the potential to provide a predictable path to accelerated development of BEAM-304 for additional mutations, including as a result of novel FDA frameworks for platform medicines.

Current wording

BEAM-304 is a liver-targeting LNP formulation of base editing reagents designed to correct disease-causing mutations responsible for phenylketonuria, or PKU. PKU is an autosomal recessive disorder caused by mutations in the phenylalanine hydroxylase, or PAH, gene that prevents the body from metabolizing the amino acid phenylalanine, or Phe. Elevated levels of Phe may result in severe neurological and neurocognitive impairments. Patients are generally identified via newborn screening, with the standard of care involving a Phe-restricted diet, as well as medicines that manage Phe levels. Initially, we plan to develop BEAM-304 for the treatment of the two most prevalent variants found in PKU patients in the United States, with ongoing research effort to address the majority of the remaining mutations. In preclinical studies, administration of BEAM-304 resulted in the normalization of Phe levels in mice at therapeutically relevant doses, even when consuming a standard diet. In June of 2026, we announced that the FDA cleared our investigational new drug (IND) application for BEAM-304, and we have initiated clinical start-up activities for an open-label, dose-ascending, Phase 1/2 trial. The trial will initially evaluate safety, tolerability, and reduction of blood Phe levels in PKU patients with the R408W mutation, one of the most prevalent disease-causing mutations among patients with PKU in the United States, with a goal of establishing clinical proof of concept for base editing in PKU. We believe that learnings from this trial have the potential to provide a predictable path to accelerated development of BEAM-304 for additional mutations, including as a result of novel FDA frameworks for platform medicines.

Previous wording

We are party to a research collaboration agreement, or the Apellis Agreement, with Apellis Pharmaceuticals, Inc., or Apellis, focused on the use of our base editing technology to discover new treatments for complement system-driven diseases. Under the terms of the Apellis Agreement, we will conduct preclinical research on six base editing programs that target specific genes within the complement system in various organs, including the eye, liver, and brain. Apellis has an exclusive option to license any or all of the six programs and will assume responsibility for subsequent development. In 2025, Apellis notified us of its decision to opt-in to the base editing program directed to FcRN. As a result of Apellis' decision to opt-in to the program, we received a cash opt-in fee of $3.8 million during the year ended December 31, 2025. We may elect to enter into a 50-50 U.S. co-development and co-commercialization agreement with Apellis with respect to one program licensed under the collaboration. In March 2026, Biogen Inc. announced that it and Apellis had entered into a definitive agreement under which Biogen has agreed to acquire all outstanding shares of Apellis. The transaction is expected to close in the second quarter of 2026.

Current wording

We were party to a research collaboration agreement, or the Apellis Agreement, with Apellis Pharmaceuticals, Inc., or Apellis, focused on the use of our base editing technology to discover new treatments for complement system-driven diseases. Under the terms of the Apellis Agreement, we conducted preclinical research on six base editing programs that target specific genes within the complement system in various organs, including the eye, liver, and brain. Apellis had an exclusive option to license any or all of the six programs and would assume responsibility for subsequent development. In 2025, Apellis notified us of its decision to opt-in to the base editing program directed to FcRN. As a result of Apellis' decision to opt-in to the program, we received a cash opt-in fee of $3.8 million during the year ended December 31, 2025. We may elect to enter into a 50-50 U.S. co-development and co-commercialization agreement with Apellis with respect to one program licensed under the collaboration. In May 2026, Biogen Inc. announced that it had completed its acquisition of Apellis.

Previous wording

We are party to a license agreement, or the Verve Agreement, with Verve Therapeutics, Inc., or Verve, pursuant to which we granted Verve exclusive worldwide licenses under our base editing technologies for human therapeutic applications against a total of three liver-mediated, cardiovascular disease targets, which consist of PCSK9, ANGPTL3 and an undisclosed target. In October 2023, we entered into a transfer and delegation agreement, or the Lilly Agreement, with Eli Lilly and Company, or Lilly, pursuant to which Lilly acquired certain assets and other rights under the Verve Agreement, including our opt-in rights to co-develop and co-commercialize each of Verve’s base editing programs. In addition, Lilly acquired the right to receive any future milestone or royalty payments payable to us under the Verve Agreement. Under the terms of the Lilly Agreement, we received a $200.0 million payment and are eligible to receive up to $350.0 million in potential future development-stage payments upon the completion of certain clinical, regulatory and alliance events, of which $25.0 million has been received through March 31, 2026. The Company recognized an additional $25.0 million of revenue related to the achievement of a milestone event during the three months ended March 31, 2026. In July 2025, Lilly announced that it had completed an acquisition of Verve.

Current wording

We are party to a license agreement, or the Verve Agreement, with Verve Therapeutics, Inc., or Verve, pursuant to which we granted Verve exclusive worldwide licenses under our base editing technologies for human therapeutic applications against a total of three liver-mediated, cardiovascular disease targets, which consist of PCSK9, ANGPTL3 and an undisclosed target. In October 2023, we entered into a transfer and delegation agreement, or the Lilly Agreement, with Eli Lilly and Company, or Lilly, pursuant to which Lilly acquired certain assets and other rights under the Verve Agreement, including our opt-in rights to co-develop and co-commercialize each of Verve’s base editing programs. In addition, Lilly acquired the right to receive any future milestone or royalty payments payable to us under the Verve Agreement. Under the terms of the Lilly Agreement, we received a $200.0 million payment and are eligible to receive up to $350.0 million in potential future development-stage payments upon the completion of certain clinical, regulatory and alliance events, of which $50.0 million has been received through June 30, 2026. The Company recognized $25.0 million of revenue related to the achievement of a milestone event during the six months ended June 30, 2026.

Previous wording

We are party to a license agreement, or the Orbital Agreement, with Orbital, pursuant to which each of us have granted the other non-exclusive licenses to certain technology that is necessary or reasonably useful for the non-viral delivery or the design or manufacture of RNA for the prevention, treatment or diagnosis of human disease. Our license to Orbital is for all fields other than the Beam field, as described below, and also excludes the targets and substantially all of the indications that are the subject of our existing programs. The Beam field consists of all products and biologics that function in the process of gene editing or conditioning for use in cell transplantation, or that act in combination with any such products or biologics. Orbital’s license to us is for all fields other than the Orbital field, which consists of products and biologics that function as vaccines and also of therapeutic proteins, other than therapeutic proteins (i) that use gene editing, (ii) for use in conditioning, (iii) for use in regenerative medicine, (iv) for use as a CAR immune therapy that does not use circular RNA (v) for use as a T-cell receptor therapy that does not use circular RNA or (vi) that modulate certain immune responses.

Current wording

We are party to a license agreement, or the Orbital Agreement, with Orbital Therapeutics, Inc., or Orbital, pursuant to which each of us have granted the other non-exclusive licenses to certain technology that is necessary or reasonably useful for the non-viral delivery or the design or manufacture of RNA for the prevention, treatment or diagnosis of human disease. Our license to Orbital is for all fields other than the Beam field, as described below, and also excludes the targets and substantially all of the indications that are the subject of our existing programs. The Beam field consists of all products and biologics that function in the process of gene editing or conditioning for use in cell transplantation, or that act in combination with any such products or biologics. Orbital’s license to us is for all fields other than the Orbital field, which consists of products and biologics that function as vaccines and also of therapeutic proteins, other than therapeutic proteins (i) that use gene editing, (ii) for use in conditioning, (iii) for use in regenerative medicine, (iv) for use as a CAR immune therapy that does not use circular RNA (v) for use as a T-cell receptor therapy that does not use circular RNA or (vi) that modulate certain immune responses.

Previous wording

In December 2025, Bristol-Myers Squibb Company completed an acquisition of Orbital, or the Acquisition. At the closing of the Acquisition, we received $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows.

Current wording

In December 2025, Bristol-Myers Squibb Company completed an acquisition of Orbital, or the Acquisition. At the closing of the Acquisition, we received $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows. During the three months ended June 30, 2026, we received an additional $0.5 million related to the release of a portion of the escrow associated with the Acquisition. We may receive additional cash consideration in future periods upon the release of the remaining escrow amounts, if any, in accordance with the terms of the Acquisition.

Previous wording

We are a clinical-stage company, and our programs are at a preclinical or clinical stage of development. To date, we have not generated any revenue from product sales and do not expect to generate revenue from the sale of products in the near future. Our revenue to date has been primarily derived from license and collaboration agreements with partners. Since inception we have incurred significant operating losses. Our net losses for the three months ended March 31, 2026 and 2025 were $94.3 million and $108.3 million, respectively. As of March 31, 2026, we had an accumulated deficit of $1.7 billion. We expect to continue to incur significant expenses and increasing operating losses in connection with ongoing development activities related to our internal programs and collaborations as we continue our preclinical and clinical development of product candidates; advance additional product candidates toward clinical development; operate our cGMP facility in North Carolina; further develop our base editing platform; continue to make investments in delivery technology for our base editors; conduct research activities as we seek to discover and develop additional product candidates; maintain, expand, enforce, defend and protect our intellectual property portfolio; and continue to hire research and development, clinical, technical operations and commercial personnel. In addition, we expect to continue to incur the costs associated with operating as a public company.

Current wording

We are a clinical-stage company, and our programs are at a preclinical or clinical stage of development. To date, we have not generated any revenue from product sales and do not expect to generate revenue from the sale of products in the near future. Our revenue to date has been primarily derived from license and collaboration agreements with partners. Since inception we have incurred significant operating losses. Our net losses for the six months ended June 30, 2026 and 2025 were $217.0 million and $210.5 million, respectively. As of June 30, 2026, we had an accumulated deficit of $1.9 billion. We expect to continue to incur significant expenses and increasing operating losses in connection with ongoing development activities related to our internal programs and collaborations as we continue our preclinical and clinical development of product candidates; advance additional product candidates toward clinical development; operate our cGMP facility in North Carolina; further develop our base editing platform; continue to make investments in delivery technology for our base editors; conduct research activities as we seek to discover and develop additional product candidates; maintain, expand, enforce, defend and protect our intellectual property portfolio; and continue to hire research and development, clinical, technical operations and commercial personnel. In addition, we expect to continue to incur the costs associated with operating as a public company.

Previous wording

We have not generated any revenue to date from product sales and do not expect to do so in the near future. During the three months ended March 31, 2026 and 2025, we recognized $31.7 million and $7.5 million of license and collaboration revenue, respectively, which is primarily related to our collaboration and license agreements with Lilly, Apellis and Orbital.

Current wording

We have not generated any revenue to date from product sales and do not expect to do so in the near future. During the six months ended June 30, 2026 and 2025, we recognized $32.2 million and $15.9 million of license and collaboration revenue, respectively, which is primarily related to our collaboration and license agreements with Lilly and Apellis.

Previous wording

Research and development expenses were $104.5 million and $98.8 million for the three months ended March 31, 2026 and 2025, respectively. The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

Research and development expenses were $95.1 million and $101.8 million for the three months ended June 30, 2026 and 2025, respectively. The following table summarizes our research and development expenses for the three months ended June 30, 2026 and 2025 (in thousands):

Previous wording

A decrease of $4.4 million in external research and development expenses driven by a decrease of $5.0 million in outsourced services, primarily due to the timing of manufacturing and clinical activities, offset by an increase in lab supply expenses of $0.6 million due to an increase in research activities when compared to the prior year period.

Current wording

A decrease of $8.4 million in external research and development expenses driven by a decrease of $9.0 million in outsourced services, primarily due to the timing of manufacturing and clinical activities, partially offset by an increase in lab supply expenses of $0.6 million due to an increase in research activities when compared to the prior year period; and

Previous wording

An increase of $3.6 million of employee related expenses due to the increase in research and development employees from 393 as of March 31, 2025 to 408 as of March 31, 2026; and

Current wording

An increase of $4.3 million of employee related expenses due to the increase in research and development employees from 401 as of June 30, 2025 to 420 as of June 30, 2026; and

Previous wording

General and administrative expenses were $34.4 million and $27.9 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $6.5 million was primarily due to the following:

Current wording

General and administrative expenses were $31.9 million and $26.9 million for the three months ended June 30, 2026 and 2025, respectively. The increase of $5.1 million was primarily due to the following:

Previous wording

An increase of $3.3 million in employee related costs due to the growth in general and administrative employees from 109 as of March 31, 2025 to 114 as of March 31, 2026 and expenses related to consultants;

Current wording

An increase of $4.9 million in employee related costs due to the growth in general and administrative employees from 108 as of June 30, 2025 to 120 as of June 30, 2026 and expenses related to consultants;

Previous wording

During the three months ended March 31, 2026 and 2025, we recorded $2.5 million and $3.2 million of other income, respectively, primarily related to the change in fair value of success payment liabilities, driven by changes in the price of our common stock over the related periods. A portion of the success payment obligations was paid in June 2021; the remaining success payment obligations are still outstanding as of March 31, 2026 and will continue to be revalued at each reporting period.

Current wording

During the three months ended June 30, 2026 and 2025, we recorded $4.2 million of other expense and $1.3 million of other income, respectively, primarily related to the change in fair value of success payment liabilities, driven by changes in the price of our common stock over the related periods.

Previous wording

During the three months ended March 31, 2026 and 2025, we recorded less than $0.1 million of other income and $2.1 million of other expense, respectively, as a result of changes in the fair value of our investment in corporate equity securities.

Current wording

During the three months ended June 30, 2026 and 2025, we recorded $0.3 million and $4.4 million of other income, respectively, as a result of changes in the fair value of our investment in corporate equity securities.

Previous wording

Interest and other income (expense), net was $9.9 million of income for each of the three months ended March 31, 2026 and 2025, respectively.

Current wording

Interest and other income (expense), net was $7.5 million and $12.3 million of income for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

License and collaboration revenue was $31.7 million and $7.5 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenue of $24.3 million is due to recognition of $25.0 million of revenue related to a milestone achieved under the Lilly Agreement, offset by a small change in the level of research activities on our license and collaboration programs.

Current wording

License and collaboration revenue was $32.2 million and $15.9 million for six months ended June 30, 2026 and 2025, respectively. The increase in revenue of $16.3 million is driven primarily by the recognition of $25.0 million of revenue related to a milestone achieved under the Lilly Agreement during the six months ended June 30, 2026, partially offset by a decrease in revenue due to the level of research activities on our license and collaboration programs.

Previous wording

An increase of other expenses of $11.0 million driven primarily by milestone and non-royalty sublicense activity;

Current wording

An increase of other expenses of $11.9 million driven primarily by milestone and non-royalty sublicense activity;

Previous wording

An increase of $0.2 million in facility and information technology related expenses, including depreciation, related to our leased facilities.

Current wording

An increase of $0.3 million in facility and information technology related expenses, including depreciation, related to our leased facilities.

Previous wording

During the three months ended March 31, 2026 and 2025, we recorded $0.1 million of other income and less than $0.1 million of other expense, respectively, related to the change in fair value of the milestone payments related to our contingent consideration liabilities.

Current wording

During the six months ended June 30, 2026 and 2025, we recorded $0.3 million of other income and less than $0.1 million of other expense, respectively, related to the change in fair value of the milestone payments related to our contingent consideration liabilities.

Previous wording

We have entered into the Sales Agreement with Jefferies pursuant to which we are entitled to offer and sell, from time to time at prevailing market prices, shares of our common stock having aggregate gross proceeds of up to $1.1 billion. We agreed to pay Jefferies a commission of up to 3.0% of the aggregate gross sale proceeds of any shares sold by Jefferies under the Sales Agreement. As of March 31, 2026, we have sold 13,769,001 shares of common stock under the Sales Agreement at an average price of $62.75 per share for aggregate gross proceeds of $864.0 million, before deducting commissions and offering expenses payable by us. There were no shares sold under the Sales Agreement during the three months ended March 31, 2026.

Current wording

We have entered into the Sales Agreement with Jefferies pursuant to which we are entitled to offer and sell, from time to time at prevailing market prices, shares of our common stock having aggregate gross proceeds of up to $1.1 billion. We agreed to pay Jefferies a commission of up to 3.0% of the aggregate gross sale proceeds of any shares sold by Jefferies under the Sales Agreement.

Previous wording

In December 2025, Bristol-Myers Squibb Company completed an acquisition of Orbital, or the Acquisition. At the closing of the Acquisition, we received $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows.

Current wording

In December 2025, Bristol-Myers Squibb Company completed the Acquisition of Orbital. At the closing of the Acquisition, we received $255.1 million in closing cash consideration, plus the right to receive up to approximately $26.3 million in additional cash consideration upon the release, if any, of certain escrows. During the three months ended June 30, 2026, we received an additional $0.5 million related to the release of a portion of the escrow associated with the Acquisition. We may receive additional cash consideration in future periods upon the release of the remaining escrow amounts, if any, in accordance with the terms of the Acquisition.

Previous wording

As of March 31, 2026, we had $1.2 billion in cash, cash equivalents, and marketable securities, which we expect will enable us to fund our current and planned operating expenses and capital expenditures for at least the next 12 months from the date of issuance of our accompanying condensed consolidated financial statements. We have based these estimates on assumptions that may prove to be imprecise, and we may exhaust our available capital resources sooner that we currently expect.

Current wording

As of June 30, 2026, we had $1.2 billion in cash, cash equivalents, and marketable securities, which we expect will enable us to fund our current and planned operating expenses and capital expenditures for at least the next 12 months from the date of issuance of our accompanying condensed consolidated financial statements. We have based these estimates on assumptions that may prove to be imprecise, and we may exhaust our available capital resources sooner than we currently expect.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was $128.5 million, including our net loss of $94.3 million, increases in prepaid expenses and other current assets of $31.9 million and decreases in accrued expenses and other liabilities of $16.3 million, deferred revenue of $6.4 million, operating lease liabilities totaling $3.5 million. In addition, noncash items, including the amortization of investment premiums of $2.8 million, a net decrease in the fair value of derivative liabilities of $2.5 million and the fair value of our contingent consideration liabilities of $0.5 million also contributed to net cash used in operating activities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026 was $194.6 million, including our net loss of $217.0 million, decreases in accrued expenses and other liabilities of $14.9 million, deferred revenue of $6.7 million, operating lease liabilities totaling $7.0 million and increases in prepaid expenses and other current assets of $2.3 million. In addition, noncash items, including the amortization of investment premiums of $5.4 million, the gain on sale of equity method investment of $0.5 million, increases in the fair value of non-controlling equity investments of $0.4 million and the fair value of our contingent consideration liabilities of $0.3 million also contributed to net cash used in operating activities.

Previous wording

These uses of cash were partially offset by an increase in accounts payable of $2.2 million. In addition, we recorded noncash items consisting of stock-based compensation expense of $19.0 million, depreciation and amortization expense of $5.6 million, a decrease in operating lease right-of-use, or ROU, assets of $2.5 million and an increase in other long-term liabilities of $0.1 million.

Current wording

These uses of cash were partially offset by an increase in accounts payable of $3.4 million and an increase in other long-term liabilities of $0.1 million. In addition, we recorded noncash items consisting of stock-based compensation expense of $38.3 million, depreciation and amortization expense of $11.0 million, a decrease in operating lease right-of-use, or ROU, assets of $5.1 million and a decrease in the fair value of derivative liabilities of $1.7 million.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $103.9 million, including our net loss of $108.3 million, decreases in accrued expenses and other liabilities of $18.5 million, deferred revenue of $7.5 million, operating lease liabilities totaling $3.3 million and a decrease in other long-term liabilities of $0.1 million. In addition, noncash items, including the amortization of investment premiums of $3.9 million and a net decrease in the fair value of derivative liabilities of $3.2 million also contributed to net cash used in operating activities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $180.3 million, including our net loss of $210.5 million, decreases in accrued expenses and other liabilities of $8.6 million, deferred revenue of $15.9 million, operating lease liabilities totaling $6.6 million and a decrease in other long-term liabilities of $0.1 million. In addition, noncash items, including the amortization of investment premiums of $8.5 million, a net decrease in the fair value of derivative liabilities of $4.5 million and an increase in the fair value of non-controlling equity investments of $2.3 million also contributed to net cash used in operating activities.

Previous wording

These uses of cash were partially offset by an increase in accounts payable of $3.8 million and an increase of less than $0.1 million in the fair value of our contingent consideration liabilities. In addition, we recorded noncash items consisting of stock-based compensation expense of $26.7 million, depreciation and amortization expense of $5.5 million, a decrease in the fair value of non-controlling equity investments of $2.1 million and a decrease in operating lease right-of-use, or ROU, assets of $2.6 million.

Current wording

These uses of cash were partially offset by an increase in accounts payable of $6.4 million, a decrease of $2.8 million in prepaid expenses and other current assets and an increase of less than $0.1 million in the fair value of our contingent consideration liabilities. In addition, we recorded noncash items consisting of stock-based compensation expense of $51.0 million, depreciation and amortization expense of $11.1 million and a decrease in operating lease right-of-use, or ROU, assets of $5.3 million.

Previous wording

For the three months ended March 31, 2026, cash provided by investing activities consisted of net maturities of marketable securities of $27.5 million, offset slightly by purchases of property and equipment of $2.2 million.

Current wording

For the six months ended June 30, 2026, cash provided by investing activities consisted of net maturities of marketable securities of $19.6 million and proceeds from the sale of equity method investments of $0.5 million, offset slightly by purchases of property and equipment of $4.6 million.

Previous wording

For the three months ended March 31, 2025, cash used in investing activities consisted of net purchases of marketable securities of $122.0 million and purchases of property and equipment of $3.1 million.

Current wording

For the six months ended June 30, 2025, cash used in investing activities consisted of net purchases of marketable securities of $289.3 million and purchases of property and equipment of $6.2 million.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 consisted of $93.1 million of proceeds from our Credit Facility, net of $0.8 million in debt issuance costs paid, $2.0 million of proceeds from the exercise of stock options and $1.5 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan, or ESPP.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 consisted of $93.1 million of proceeds from our Credit Facility, net of $0.8 million in debt issuance costs paid, $9.5 million of proceeds from the exercise of stock options and $1.5 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan, or ESPP.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 consisted of $471.2 million of proceeds from the March 2025 issuance of common stock and pre-funded warrants, $1.5 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan, or ESPP, and $0.7 million of proceeds from the exercise of stock options.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 consisted of $470.5 million of proceeds from the March 2025 issuance of common stock and pre-funded warrants, $1.5 million of proceeds from the issuance of common stock under the ESPP, and $2.5 million of proceeds from the exercise of stock options.

Previous wording

We expect that our cash, cash equivalents and marketable securities at March 31, 2026 will enable us to fund our current and planned operating expenses and capital expenditures for at least the next 12 months from the date of issuance of our accompanying condensed consolidated financial statements. We have based these estimates on assumptions that may prove to be imprecise, and we may exhaust our available capital resources sooner that we currently expect. Because of the numerous risks and uncertainties associated with the development our programs, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates.

Current wording

We expect that our cash, cash equivalents and marketable securities at June 30, 2026 will enable us to fund our current and planned operating expenses and capital expenditures for at least the next 12 months from the date of issuance of our accompanying condensed consolidated financial statements. We have based these estimates on assumptions that may prove to be imprecise, and we may exhaust our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development our programs, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates.

Previous wording

We lease certain assets under noncancelable operating and finance leases. The leases relate primarily to office space and laboratory space. As of March 31, 2026, aggregate future minimum commitments under these office and laboratory leases are $204.0 million, of which $18.6 million will be payable in 2026. These minimum lease payments exclude our share of the facility operating expenses, real-estate taxes and other costs that are reimbursable to the landlord under the leases.

Current wording

We lease certain assets under noncancelable operating and finance leases. The leases relate primarily to office space and laboratory space. As of June 30, 2026, aggregate future minimum commitments under these office and laboratory leases are $197.9 million, of which $12.4 million will be payable in 2026. These minimum lease payments exclude our share of the facility operating expenses, real-estate taxes and other costs that are reimbursable to the landlord under the leases.

Previous wording

During the three months ended March 31, 2026, there were no material changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K other than our Financing Agreement with Sixth Street detailed above.

Current wording

During the six months ended June 30, 2026, there were no material changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K other than our Financing Agreement with Sixth Street detailed above.
Rearranged current paragraphs (13)

Current report — wording carried from elsewhere

License and collaboration revenue was $0.5 million and $8.5 million for the three months ended June 30, 2026 and 2025, respectively. The decrease in revenue of $8.0 million is due to a change in the level of research activities on our license and collaboration programs.

Current report — wording carried from elsewhere

During the three months ended June 30, 2026 and 2025, we recorded $0.2 million and less than $0.1 million of other expense, respectively, related to the change in fair value of the milestone payments related to our contingent consideration liabilities.

Current report — wording carried from elsewhere

The following table summarizes our results of operations (in thousands):

Current report — wording carried from elsewhere

A decrease of $12.8 million in external research and development expenses driven by a decrease of $14.0 million in outsourced services, primarily due to the timing of manufacturing and clinical activities, offset by an increase in lab supply expenses of $1.2 million due to an increase in research activities when compared to the prior year period; and

Current report — wording carried from elsewhere

An increase of $8.0 million of employee related expenses due to the increase in research and development employees from 401 as of June 30, 2025 to 420 as of June 30, 2026; and

Current report — wording carried from elsewhere

An increase of $8.1 million in employee related costs due to the growth in general and administrative employees from 108 as of June 30, 2025 to 120 as of June 30, 2026 and expenses related to consultants;

Current report — wording carried from elsewhere

An increase of $6.6 million in legal expenses; and

Current report — wording carried from elsewhere

An increase of $1.3 million in other expenses.

Current report — wording carried from elsewhere

The increase in general and administrative expenses was partially offset by the following:

Current report — wording carried from elsewhere

During the six months ended June 30, 2026 and 2025, we recorded $1.7 million of other expense and $4.5 million of other income, respectively, related to the change in fair value of success payment liabilities, driven by changes in the price of our common stock over the related periods.

Current report — wording carried from elsewhere

During the six months ended June 30, 2026 and 2025, we recorded $0.4 million and $2.3 million of other income, respectively, as a result of changes in the fair value of our investment in corporate equity securities.

Current report — wording carried from elsewhere

Interest and other income (expense), net

Current report — wording carried from elsewhere

As of June 30, 2026, we have sold 13,769,001 shares of common stock under the Sales Agreement at an average price of $62.75 per share for aggregate gross proceeds of $864.0 million, before deducting commissions and offering expenses payable by us. There were no shares sold under the Sales Agreement during the six months ended June 30, 2026.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Change in fair value of derivative liabilities

Previous report — wording carried elsewhere

Change in fair value of non-controlling equity investments

Previous report — wording carried elsewhere

Change in fair value of contingent consideration liabilities