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Tango Therapeutics, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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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.

Sep 30, 2026 · Filed Nov 9, 2026

TNGX$22.74+5.8%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

Nature of the Business and Basis of Presentation

Tango Therapeutics, Inc. is a precision oncology company committed to delivering breakthrough targeted therapies that extend and improve the lives of patients with cancer.

Tango Therapeutics, Inc. (together with its consolidated subsidiaries, Tango or the Company), formerly known as BCTG, was incorporated in Delaware on May 21, 2020. BCTG was a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect the operations of Tango and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results for the year ending December 31, 2026, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026.

Liquidity and Capital Resources

The Company expects that its existing cash, cash equivalents and marketable securities as of September 30, 2026 of $977.5 million will be sufficient to meet its current operating plan and fund operating expenses and capital expenditure requirements for at least twelve months from the issuance date of these financial statements.

In June 2026, the Company completed an underwritten offering for the issuance of a total of 21,166,676 shares of common stock, including 3,000,009 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $30.00 per share, and in lieu of common stock to certain investors, the Company sold pre-funded warrants to purchase up to 1,833,395 shares of common stock at a public offering price of $29.999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.001 per share exercise price for each pre-funded warrant, resulting in gross proceeds of $690.0 million. The pre-funded warrants are immediately exercisable and will remain exercisable until exercised in full. After deducting the underwriting discounts and commissions and expenses related to the offering of $38.6 million, net proceeds were $651.4 million.

In November 2025, the Company entered into the Leerink Sales Agreement, which permits the Company to sell from time to time, at its option, shares of its common stock through Leerink Partners, as sales agent. Sales of the common stock are made by methods deemed to be "at-the-market" offerings. Leerink Partners is entitled to receive compensation equal to up to 3.0% of the gross sales price of the shares of the Company’s common stock sold pursuant to the Leerink Sales Agreement. The Leerink Sales Agreement will terminate upon the earliest of: (a) the sale of all placement shares thereunder or (b) the termination of the Leerink Sales Agreement by the Company or Leerink Partners. In November 2025, the Company filed a shelf registration statement on Form S-3ASR with the SEC for which the Company registered for sale an indeterminate amount of any combination of its common stock, preferred stock, debt securities, warrants, and/or units from time to time during the three-year period that commenced upon the filing of the S-3ASR and at prices and on terms that the Company may determine. The S-3ASR included a sales agreement prospectus relating to the offer and sale of up to an aggregate of $100.0 million shares of the Company's common stock, pursuant to the Leerink Sales Agreement. In August 2026, the Company filed a prospectus supplement under the S-3ASR, relating to the offer and sale of up to an aggregate of $400.0 million of shares of its common stock, pursuant to the Leerink Sales Agreement, which includes approximately$35.6 million of unsold shares under the November 2025 sales agreement prospectus. Accordingly, the offering pursuant to the November 2025 sales agreement prospectus has been terminated, and the Company will not make any further offer or sale of shares pursuant to that prospectus . During the nine months ended September 30, 2026, the Company sold 5,148,151 shares of common stock pursuant to this "at-the-market" offering program for gross proceeds of $64.4 million.

In October 2025, the Company completed an underwritten offering and a concurrent private placement for the issuance of a total of 22,755,438 shares of common stock at a price of $8.66 per share and pre-funded warrants to purchase up to 3,226,458 shares of common stock at a purchase price of $8.659 per pre-funded warrant, resulting in gross proceeds of $225.0 million. The pre-funded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and will remain exercisable until exercised in full. After deducting underwriting discounts and commissions and expenses related to the offering and private placement of $13.2 million, net proceeds were $211.8 million. Both transactions closed on October 24, 2025.

Summary of Significant Accounting Policies

There have been no changes from the significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, of the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of condensed consolidated financial statements requires that the Company make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosures. Significant estimates and assumptions made in the condensed consolidated financial statements include, but are not limited to, the revenue recognized from collaboration agreements, the valuation of stock-based awards and the accrual for research and development expenses. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The standard is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Collaboration Agreements

In October 2018, the Company entered into the 2018 Gilead Agreement with Gilead. Pursuant to the terms of the 2018 Gilead Agreement, the Company received an initial upfront payment of $50.0 million. Gilead had the option to obtain exclusive, worldwide licenses to develop and commercialize up tofive validated programs.

In August 2020, the Company and Gilead entered into the Gilead Agreement, which superseded and replaced the 2018 Gilead Agreement. The Gilead Agreement represents a continuation of the initial target discovery and validation research and development efforts begun under the 2018 Gilead Agreement. Under the Gilead Agreement:

The Company received upfront, non-refundable consideration of $125.0 million from Gilead upon execution of the Gilead Agreement in 2020;

The term of the 2018 Gilead Agreement ended on the date the Gilead Agreement was executed. The Gilead Agreement has a research term ofseven years;

Gilead expanded its option to license up to 15 programs for which Gilead may obtain exclusive, worldwide licenses to develop and commercialize therapies, subject to applicable license fees;

Prior to exercising its option to license a program, Gilead may “extend” such program, in which case Gilead will pay research option-extension fees and the Company will continue to collaborate with Gilead to discover and develop programs, potentially through early clinical development;

Gilead has the option to “reserve” a target during which Gilead may: (i) license the target, (ii) “extend” the target, or (iii) decline the target, during the designated reserve target period. If, during the reserve target period Tango elects to work on the reserved target, Tango will retain full rights to the target program and Gilead receives a right of first negotiation in connection with any future partnering or licensing of such target by Tango, if any; and

For up to five programs licensed by Gilead, the Company has the option to co-develop and co-promote the lead product in the United States, subject to certain exceptions, and is eligible to receive tiered royalties in the first decile on ex-U.S. sales.

In August 2025, the Company and Gilead mutually agreed to truncate the research term of the Gilead Agreement from seven to five years, concluding the research portion of the collaboration. There was no financial penalty to the Company as a result, no licensed programs were returned to the Company, all ongoing work at Gilead on licensed programs will continue and agreements for all future milestones and royalties remain in effect. The Company has no future research obligations and the remaining unrecognized deferred revenue balance at the time of truncating the collaboration agreement of $53.8 million was recognized as revenue in the third quarter of 2025.

The Company remains eligible to receive up to $300.0 million per program in clinical, regulatory, and commercial milestones and royalties on future sales of commercialized products, if any.

Accounting for the Gilead Collaboration

The Gilead Agreement was accounted for under ASC 606. The Company identified a single combined performance obligation under the Gilead Agreement consisting of the research services and continued participation on the joint steering committee during the research term. For research option-extension fees, the Company determined that the additional goods and services relating to the continued research services were not distinct from the early-stage research services already promised to Gilead under the on-going research plan. Consideration pertaining to each of the research option-extensions was paid to the Company in equal quarterly installment payments over an agreed upon payment schedule. The research option-extension consideration was added to the transaction price under the Gilead Agreement. License fees were recognized as revenue immediately as the Company had no continued involvement in the advancement of the program, Gilead benefited from the license on its own, and the license was separately identifiable from the research services.

Gilead Revenue Recognized

The total transaction price allocated to the combined performance obligation under the Gilead Agreement was $199.0 million. The total transaction price was comprised of the $50.0 million upfront payment pursuant to the 2018 Gilead Agreement, the $125.0 million upfront payment pursuant to the Gilead Agre ement, and $24.0 million payment pursuant to the research option-extension fee in December 2020 and in September 2021. During the three months ended September 30, 2026 and 2025, the Company recognized $0 and $53.8 million, respectively, and during the nine months ended September 30, 2026 and 2025, the Company recognized $0 and $62.4 million, respectively, of collaboration revenue associated with the Gilead Agreement and the 2018 Gilead Agreement based on performance completed during each period.

Costs incurred pursuant to the Gilead Agreement and the 2018 Gilead Agreement are recorded as research and development expense.

Fair Value Measurements

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis:

Level 1Level 2Level 3Total
(in thousands)
Cash equivalents
Money market funds$68,072$—$—$68,072
Marketable debt securities
U.S. Treasury bills—216,245—216,245
U.S. government agency bonds—658,863—658,863
Corporate debt securities—15,560—15,560
Total assets$68,072$890,668$—$958,740
Level 1Level 2Level 3Total
(in thousands)
Cash equivalents
Money market funds$50,234$—$—$50,234
U.S. Treasury bills—4,970—4,970
Marketable debt securities
U.S. Treasury bills—134,769—134,769
U.S. government agency bonds—96,090—96,090
Total assets$50,234$235,829$—$286,063

There wereno transfers between fair value levels during thenine months ended September 30, 2026.

Marketable Securities

The Company values its marketable securities using independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources.

The following table summarizes the Company’s marketable debt securities, classified as available-for-sale:

AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossFairValue
(in thousands)
Marketable debt securities
U.S. Treasury bills$216,438$—$(193)$216,245
U.S. government agency bonds662,964—(4,101)658,863
Corporate debt securities15,774—(214)15,560
$895,176$—$(4,508)$890,668
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossFair Value
(in thousands)
Marketable debt securities
U.S. Treasury bills$134,666$103$—$134,769
U.S. government agency bonds95,969121—96,090
$230,635$224$—$230,859

The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in an unrealized loss position at September 30, 2026:

Less than twelve months · Greater than twelve months · Total
Fair value · Unrealized loss · Fair value · Unrealized loss · Fair value · Unrealized loss
(in thousands)
U.S. Treasury bills$216,245$(193)$-$-$216,245$(193)
U.S. government agency bonds658,863(4,101)--658,863(4,101)
Corporate debt securities15,560(214)--15,560(214)
$890,668$(4,508)$-$-$890,668$(4,508)

The Company didnot hold investment grade marketable securities considered to be in an unrealized loss position at December 31, 2025.

The Company holds investment grade marketable securities considered to be in an unrealized loss position at September 30, 2026. Although these marketable securities are held at an unrealized loss position at September 30, 2026, the Company does not intend to sell the marketable securities prior to the value of the securities being recovered and the Company has concluded that it is more likely than not that the marketable securities cost basis values will be recovered prior to sale of the securities and that there are no conditions or events that might require the Company to sell the securities before recovery of the cost basis occurs. Further, the Company didnot record any impairments to marketable securities or reserves for credit losses related to its marketable debt securities during the periods then ended. Marketable securities include $6.1 million and $1.0 million in accrued interest at September 30, 2026 and December 31, 2025, respectively.

Supplemental Balance Sheet Information

Property and Equipment

Property and equipment, net consists of the following:

September 30,December 31,
20262025
(in thousands)
Laboratory equipment$8,783$8,936
Computer equipment2,5992,599
Computer software125125
Furniture and fixtures2,0232,023
Leasehold improvements3,7243,723
Construction in progress174—
17,42817,406
Less: Accumulated depreciation(11,678)(10,538)
Property and equipment, net$5,750$6,868

Depreciation expense was $1.3 million and $1.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities include the following:

September 30,December 31,
20262025
(in thousands)
Payroll and employee-related costs$8,126$9,046
Research and development costs10,0757,424
Other2,2571,289
Total accrued expenses and other current liabilities$20,458$17,759

Restricted Cash

As of September 30, 2026 and 2025, the Company maintained a restricted cash balance of $2.1 million and $2.6 million, respectively, all of which was related to a security deposit associated with the Company’s facility lease. In February 2026, $0.4 million of the security deposit was released to the Company, thus reducing the associated letter of credit. The cash will remain restricted in acco rdance with the lease agreement absent the event of a lease termination or modification. The reconciliation of cash and cash equivalents and restricted cash to amounts presented in the condensed consolidated statements of cash flows are as follows:

September 30,2026September 30,2025
(in thousands)
Cash and cash equivalents$86,835$58,338
Restricted cash2,1392,567
Cash, cash equivalents and restricted cash$88,974$60,905

Commitments and Contingencies

License and Other Agreements

Sesame Therapeutics, Inc.

In August 2023, the Company received an inconsequential equity stake in Sesame, a related party, in exchange for providing lab space and resources for the early phases of company development. The Company concluded that the common stock investment should be accounted for as an equity investment. Sesame's common stock is not exchange-traded and does not have a readily determinable fair value. Therefore, the Company accounts for the common stock investment under the measurement alternative for equity investments that do not have a readily determinable fair value. During 2025, an observable price change event occurred, resulting in the $0.5 million increase in fair value recognized related to the common stock investment as a result of the application of the measurement alternative. As of December 31, 2025, the cost of the investment in Sesame’s common stock was $0.5 million, including immaterial transaction costs, and was recorded as an equity investment within Other current assets on the consolidated balance sheets. There were no observable price changes that would result in an adjustment to the fair value of this equity investment during thethree and nine months ended September 30, 2026.

In June 2024, the Company and Sesame entered intothe Sesame Agreement. Pursuant to the Sesame Agreement, the Company received a $0.1 million upfront, non-refundable payment in June 2024. Under the terms of the Sesame Agreement, the Company is eligible to receive up to $25.9 million in potential future clinical, regulatory, and commercial milestone event payments. The Company is also eligible to receive low single-digit tiered royalties on net sales of any product covered by a licensed patent.

The Company evaluated the Sesame Agreement under ASC 606. The Company identified the following promises under the agreement: (1) the non-exclusive license and (2) the initial know-how transfer, and determined that the promises were immaterial as the upfront license payment at contract inception was an inconsequential payment amount. The initial upfront license payment was recorded as license revenue on the consolidated statements of operations and comprehensive loss during the period ended June 30, 2024.

All potential future milestone payments are considered to be variable consideration and have been excluded from the transaction price. Revenue for all potential clinical and regulatory milestone achievements will be recognized when the related milestones are achieved or when it becomes probable that a significant reversal in the amount of revenue recognized relating to the milestone event will not occur. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Additionally, revenue related to potential sales milestones and royalties from the sales of the licensed products will be recognized when the related sales occur.

In August 2025, the Company and Sesame entered into a use and occupancy sub-lease of office and laboratory space at 201 Brookline Avenue in Boston, Massachusetts. The sub-lease has a term of 17-months with anoption to extend for one additionalsix-month period. Total sub-lease payments from Sesame to the Company will approximate $0.4 million over the term of the sub-lease agreement.

Due to common relationships amongst current and former members of management and the boards of directors at the time the above transaction was entered into, the transaction above with Sesame is a related party transaction.

Clinical Trial Collaboration and Supply Agreements

In November 2024, the Company and Revolution Medicines entered into a CTCSA. The CTCSA with Revolution Medicines provides that Revolution Medicines will supply daraxonrasib (RMC-6236), a RAS(ON) multi-selective inhibitor, and zoldonrasib (RMC-9805), a RAS(ON) G12D-selective inhibitor, at no cost to the Company for use in trials that will include vopimetostat and each of these RAS(ON) inhibitors. The Company will be the sponsor of any combination trials and bear associated costs. Each company will retain commercial rights to its respective compounds, and the agreement is mutually non-exclusive. Due to common relationships amongst members of management and the boards of directors at the time the agreement was entered into, this transaction is a related party transaction.

Given the differentiated profile of vopimetostat, enabling the potential for efficacious and tolerable RAS inhibitor combinations, in March 2026, the Company entered into a CTCSA with Erasca to evaluate vopimetostat in combination with Erasca’s pan-RAS molecular glue, ERAS-0015. Under the terms of the agreement, Tango is the sponsor of the trial and Erasca is supplying ERAS-0015 at no cost. Each company will retain commercial rights to its respective compound, and the agreement is mutually non-exclusive.

Other Funding Commitments

As of September 30, 2026, the Company had ongoing preclinical and clinical studies. The Company enters into contracts in the normal course of business with contract research organizations in connection with the preparation and operation of clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or other preclinical and clinical services. These contracts are generally cancellable, with notice, at the Company's option and do not have significant cancellation penalties.

Guarantees

The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, construction companies, contract research organizations, clinical trial sites, and other parties. Under these provisions, the Company generally indemnifies, defends and holds harmless the indemnified party for losses suffered or incurred by the indemnified party under the terms of the contract, including as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal.

Litigation

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of September 30, 2026, and no material legal proceedings are currently pending or threatened. Because of uncertainties related to claims, proceedings and litigation, assessments of potential liabilities are based on the Company's best estimates based on information available at the time of the assessment. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation, court decisions or settlement of claims (and offers of settlement), the Company may reassess the potential liability related to these matters and may revise these estimates, which could result in a material adverse effect on the operating results of the Company. Costs associated with involvement in legal proceedings are expensed as incurred. The outcome of any such proceedings, regardless of the merits, is inherently uncertain. If the Company were to be unable to prevail in any such proceedings, the consolidated financial position, results of operations, and future cash flows of the Company may be materially impacted.

Stockholders' Equity

Common Stock

On June 5, 2025, the Company’s stockholders approved an increase in the number of authorized shares of the Company's common stock from 200,000,000 to 400,000,000 and the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase, which became effective immediately upon filing.

Undesignated Preferred Stock

The Certificate of Incorporation authorizes the Company to issue shares of preferred stock with a par value of $0.001 per share. The number of shares of preferred stock authorized to be issued is 10,000,000 shares as of September 30, 2026 and December 31, 2025. The shares of preferred stock are currently undesignated andno shares are issued or outstanding.

Stock-Based Compensation

Stock Incentive Plans

In March 2017, the Company’s stockholders approved the 2017 Plan, under which stock options and restricted stock awards were granted to eligible employees, officers, directors, consultants, or other key persons who provide services to the Company. Such issuances under the 2017 Plan were subject to vesting, forfeiture and other restrictions as deemed appropriate by the Company's Board of Directors at the time of issuance.

Upon effectiveness of the 2021 Plan in August 2021, the remaining shares available under the 2017 Plan ceased to be available for issuance and no future issuances will be made under the 2017 Plan. The shares of common stock underlying outstanding awards under the 2017 Plan that are forfeited, cancelled, reacquired by the Company prior to vesting, expire or are otherwise terminated (other than by exercise) will be added to the shares of common stock available for issuance under the 2021 Plan.

In August 2021, the Company's Board of Directors and stockholders approved the 2021 Plan, under which stock options, RSUs and other equity-based awards or any combination of these may be granted to eligible employees, officers, directors, consultants, or other key persons who provide services to the Company. Such issuances are subject to vesting, forfeiture and other restrictions as deemed appropriate by the Company's Board of Directors at the time of issuance. As of September 30, 2026, the Company had 7,626,607 shares available for future issuance under the 2021 Plan.

In February 2023, the Company's Board of Directors approved the Inducement Plan, under which the Company reserved shares of common stock, to be used exclusively for grants of non-qualified stock options, restricted stock units and other equity-based awards, or any combination of these to individuals who were not previously employees or directors of the Company. As of September 30, 2026, the Company had 857,762 shares available for future issuance under the Inducement Plan.

The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands) · (in thousands)
Research and development$6,209$4,192$14,855$8,723
General and administrative18,6972,43337,74011,727
Total$24,906$6,625$52,595$20,450

The period-over-period increase to general and administrative stock-based compensation expense is primarily due to incremental expenses derived from the modifications of previously issued equity awards, including in connection with the departures related to the Company's former Executive Chair and former Chief Financial Officer, during the three and nine months ended September 30, 2026.

Stock Option Activity

The following table summarizes the stock option activity for thenine months ended September 30, 2026:

Number ofsharesWeightedAverageExercisePriceWeightedAverageContractualTermAggregateIntrinsicValue
(in years)
Options outstanding as of December 31, 202520,465,579$6.536.83$60,720,990
Granted9,521,707$14.84
Exercised(6,055,119)$6.69
Cancelled(1,810,915)$9.51
Options outstanding as of September 30, 202622,121,252$9.826.38$336,920,633
Options exercisable as of September 30, 202611,160,428$6.863.74$201,921,790

As of September 30, 2026, total unrecognized compensation expense related tostock options was $91.7 million, which the Company expects to recognize over a remaining weighted-average period of 2.9 years.

Restricted Stock Unit Activity

The following table summarizes the RSU activity for thenine months ended September 30, 2026:

Number ofStock UnitsWeighted AverageGrant Date Fair Value Per Share
Unvested and outstanding as of December 31, 20251,263,429$5.91
Granted1,696,73414.90
Vested(782,757)6.76
Forfeited(258,648)9.46
Unvested and outstanding as of September 30, 20261,918,758$13.04

As of September 30, 2026, total unrecognized compensation expense related to RSUs was $20.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.1 years.

2021 Employee Stock Purchase Plan

The 2021 ESPP was adopted and approved by the Company’s Board of Directors and by the Company’s stockholders and became effective in August 2021. During the nine months ended September 30, 2026, the Company issued 97,255 shares of common stock under the 2021 ESPP.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

Three Months Ended September 30, · Nine Months Ended September 30,
(in thousands, except share and pershare data)(in thousands, except share and pershare data)
2026202520262025
Numerator:
Net income (loss)$(68,394)$15,884$(169,249)$(62,845)
Denominator:
Weighted-average common stock outstanding – basic173,930,255110,966,345157,176,327110,761,673
Effect of dilutive securities:
Stock options-5,537,892--
Restricted stock units-1,277,837--
Weighted-average common stock outstanding – diluted173,930,255117,782,074157,176,327110,761,673
Net (loss) income per common share – basic$(0.39)$0.14$(1.08)$(0.57)
Net (loss) income per common share – diluted$(0.39)$0.13$(1.08)$(0.57)

From time to time, the Company may issue pre-funded warrants, which are classified as a component of permanent equity in the Company's consolidated balance sheet, as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise. All of the shares underlying pre-funded warrants are included in the weighted-average number of shares of common stock used to calculate basic and diluted net loss per common share immediately upon issuance because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.

In August 2023, the Company completed a private placement, in which pre-funded warrants to purchase up to 2,340,579 shares of common stock with an exercise price of $0.001 per share were issued. In June 2025, all of these pre-funded warrants were exercised.

In October 2025, the Company completed a private placement, in which pre-funded warrants to purchase up to 3,226,458 shares of common stock with an exercise price of $0.001 per share were issued. In June 2026, the Company completed an underwritten offering, in which pre-funded warrants to purchase up to 1,833,395 shares of common stock with an exercise price of $0.001 per share were issued. All of these pre-funded warrants remain unexercised as of the September 30, 2026 balance sheet date.

The Company’s potential dilutive securities, which include common stock options and unvested restricted common stock units, have been excluded from the computation of diluted net loss per share in the periods in which a net loss is recorded, as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same in periods that resulted in a net loss. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Nine Months Ended September 30,
20262025
Stock options to purchase common stock22,121,25222,581,255
Unvested restricted common stock1,918,7581,277,837
Total24,040,01023,859,092

Income Taxes

The Company’s effective income tax rate was 0.0% and -0.1% for thethree months ended September 30, 2026 and 2025, respectively, and 0.0% and -0.1% for thenine months ended September 30, 2026 and 2025, respectively. The income tax provision wasless than $0.1 million for each of thethree months ended September 30, 2026 and 2025, respectively, and less than $0.1 million for each of thenine months ended September 30, 2026 and 2025, respectively. The Company is forecasting a taxable loss position in 2026 for whichno tax benefit is recorded due to the valuation allowance maintained against the Company’s deferred tax assets.

The effective income tax rate for the three and nine months ended September 30, 2026 and 2025 differed from the 21.0% federal statutory rate primarily due to the valuation allowance maintained against the Company’s deferred tax assets. On July 4, 2025, new U.S. tax legislation referred to as the OBBBA was signed into law. The OBBBA contains several changes to corporate taxation, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The legislation has multiple effective dates including the 2026 tax year. The Company does not expect the OBBBA to have a material impact on its effective tax rate and net deferred tax asset balance in 2026.

Segment Information

The Company operates in the United States and hasone operating segment that is managed on a consolidated basis. The Company’s revenues to date have been primarily generated through its license and collaboration agreement with Gilead. The accounting policies, as described in the summary of significant accounting policies, are applicable across all Company operations. The Company’s Chief Executive Officer, as the CODM, manages and allocates resources to the operations of the Company on a consolidated basis. Managing and allocating resources on a total company basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across departments and research and development programs that are in-line with the Company's long-term company-wide strategic goals. Consistent with this decision-making process, the Company’s CODM uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future period financial results and allocating resources.

The CODM assesses performance and decides how to allocate resources based on segment net income (loss). This measure is used to monitor budget versus actual results to assess performance of the segment.

The following table presents the Company’s segment expense for thethree and nine months ended September 30, 2026 and 2025:

Oncology Segment · Oncology Segment
Three Months Ended September 30, · Nine Months Ended September 30,
2026 · 2025 · 2026 · 2025
(in thousands) · (in thousands)
Revenue$-$53,811$-$62,384
Less:
vopimetostat direct program expenses - R&D19,6726,07041,34817,108
TNG456 direct program expenses - R&D2,4231,9986,9384,968
TNG260 direct program expenses* - R&D1,4501,6644,8015,203
TNG961 direct program expenses** - R&D-1,0704854,862
TNG908 direct program expenses*** - R&D4021,2341,0434,182
Discovery direct program expenses**** - R&D2,8411,5036,7378,890
Personnel-related expenses - R&D17,07812,37643,98939,060
Facilities and other related expenses - R&D5,0634,90014,32215,791
Other segment expenses (a)19,4657,11249,58625,165
Segment net gain (loss)$(68,394)$15,884$(169,249)$(62,845)

*In May 2026, the Company announced it would deprioritize future development and resources allocated to the Phase 1/2 TNG260 clinical trial given the limited clinical benefit demonstrated in patients.

**In May 2026, the Company announced it did not plan to further advance development of TNG961.

***In November 2024, the Company announced it stopped enrollment of the TNG908 Phase 1/2 clinical trial due to insufficient brain exposure for clinical activity in GBM patients and portfolio prioritization. Expenses beyond November 2024 relate to previously enrolled patients and close-out clinical trial costs.

****In October 2026, the Company announced a strategic reprioritization of the Company’s research and development activities to focus its efforts on the advancement of PRMT5-targeted therapies and the Company’s clinical product candidates, vopimetostat and TNG456, and to deprioritize novel target discovery.

(a)Other segment expenses included in Segment net (loss) gain includes general and administrative expense, interest income, other income and provision for income taxes.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. The CODM reviews cash, cash equivalents and marketable securities as a measure of segment assets. As of September 30, 2026, the Company’s cash, cash equivalents and marketable securities were $977.5 million. All long-lived assets of the Company reside in the United States.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.