ROCKET PHARMACEUTICALS, INC.

Comparison of the Three Months Ended June 30, 2026 and 2025

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

R&D expenses decreased $13.2 million to $29.5 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in R&D expenses was primarily driven by decreases in manufacturing and development and direct material costs of $7.5 million, stock-based and other compensation and benefits expense of $3.6 million due to decreased R&D headcount, depreciation expenses of $1.0 million due to decreased asset base, and clinical trial expenses of $1.0 million.

General and Administrative Expenses

G&A expenses decreased $7.6 million to $17.4 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in G&A expenses was primarily driven by decreases in commercial preparation related expenses of $4.8 million due to lower headcount and lower spending on commercial launch, stock-based and other compensation and benefit expenses of $1.9 million due to decreased G&A headcount, and legal expenses of $1.4 million.

In June 2025, the Company’s Board of Directors approved a restructuring plan to reduce the Company’s workforce and incurred aggregate charges of $3.5 million in restructuring expenses, consisting of employee severance payments and other termination benefits.

Other Income, Net

Other income increased $176.5 million to $178.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in other income was primarily driven by the sale of the PRV for net $178.2 million. The increase was partially offset by a decline in accretion of discount on investments, net, of $1.5 million due to lower investment balance and interest rates year over year.

Comparison of the Six Months Ended June 30, 2026 and 2025

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

R&D expenses decreased $17.6 million to $61.0 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in R&D expenses was primarily driven by decreases in manufacturing and development and direct material costs of $13.3 million, stock-based and other compensation and benefits expense of $5.6 million due to decreased R&D headcount, and depreciation expenses of $1.4 million due to decreased asset base. The decrease was partially offset by increases in clinical trial expenses of $1.8 million and consulting expenses of $1.2 million.

General and Administrative Expenses

G&A expenses decreased $19.0 million to $34.5 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in G&A expenses was primarily driven by decreases in commercial preparation related expenses of $8.5 million due to lower headcount and lower spending on commercial launch, legal expenses of $7.0 million as a result of litigation settlement in 2025, and stock-based and other compensation and benefit expenses of $5.6 million due to decreased G&A headcount. The decrease was partially offset by milestone expenses upon approval of KRESLADI™ of $2.4 million.

In June 2025, the Company’s Board of Directors approved a restructuring plan to reduce the Company’s workforce and incurred aggregate charges of $3.5 million in restructuring expenses, consisting of employee severance payments and other termination benefits.

Other Income, Net

Other income increased $174.4 million to $179.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in other income was primarily driven by the sale of the PRV for net $178.2 million. The increase was partially offset by decreases in interest and other income, net, of $1.6 million and accretion of discount on investments, net, of $2.5 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 operating 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 historically incurred recurring net losses and negative cash flows from operations. Although the Company recognized net income for the six months ended June 30, 2026, primarily due to the gain recognized on the sale of the PRV, the Company expects to incur operating losses for the foreseeable future as it advances its development and commercialization activities. Rocket has incurred net losses and negative cash flows from its operations each year since inception. We had a net income of $75.6 million for the six months ended June 30, 2026, and a net loss of $223.1 million for the year ended December 31, 2025. We have experienced negative cash flows from operations and as of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $1.37 billion and $1.44 billion, respectively. As of June 30, 2026, we had $283.7 million of cash, cash equivalents and investments. In April 2026, we entered into an agreement to sell our PRV for $180 million, which closed in June 2026, providing non-dilutive capital to support advancement of the Company’s cardiovascular genetic medicines pipeline and extend its operational runway. We believe that, based on our current operating plan, our existing cash, cash equivalents, and investments, 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: