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Crinetics Pharmaceuticals, Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

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Contents

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  1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the Company's accounts and those of its wholly-owned subsidiaries, and have been prepared inconformity with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions have been eliminated.

Reclassifications

Certain prior period amounts within the consolidated statements of cash flows have been reclassified to conform to the current period presentation. These reclassifications had no effect on the net change in cash.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to accrual of research and development expenses, valuation of stock-based awards, fair values of financial instruments, inventory valuation, revenue recognition, and the assumptions underlying the determination of the estimated incremental borrowing rate for the determination of the Company's operating lease right-of-use assets.

Estimates are based on current facts, historical experiences and/or on forecasts, including information received from third parties and various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Investment in Radionetics

In October 2021, the Company, together with other investors, announced the formation of Radionetics Oncology, Inc. ("Radionetics").

The Company first analyzes its investment in another entity to determine if the entity is a variable interest entity (“VIE”) and if so, whether the Company is the primary beneficiary requiring consolidation. An entity is considered a VIE if (1) the entity does not have enough equity to finance its own activities without additional support, (2) the entity’s at-risk equity holders lack the characteristics of a controlling financial interest, or (3) the entity is structured with non-substantive voting rights. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that potentially could be significant to the VIE. Variable interests in a VIE can be contractual, ownership, or other financial interests. The Company re-assesses its investment upon reconsideration events to determine whether the Company is the primary beneficiary of the VIE, in which case the Company would consolidate the VIE.

When it is determined that the Company is not the primary beneficiary but has the ability to exercise significant influence over the VIE, the Company accounts for the unconsolidated investment under the equity method of accounting.

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions about risk and the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The carrying amounts of the Company’s current financial assets, restricted cash and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash held in readily available checking and money market accounts, as well as short-term debt securities with maturities of three months or less when purchased. Restricted cash represents cash held as collateral for the Company’s lease and is reported as an asset in the accompanying consolidated balance sheets. Cash is considered a Level 1 investment.

Investment Securities

The Company’s investments in debt securities are classified as available-for-sale and carried at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss in the accompanying consolidated balance sheets. Investments are classified as short-term based on contractual maturity or the Company’s ability and intent to liquidate the investments within the next twelve months.

The Company elected to exclude accrued interest from both the fair value and amortized costs basis of available-for-sale when assessing credit losses and to write-off any uncollectible accrued interest receivable as a reversal of interest income. Accrued interest receivable is recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Realized gains and losses are determined using the specific identification method and are included in other income (expense), net. Interest income is recognized when earned.

At each reporting date, the Company evaluates available‑for‑sale debt securities in an unrealized loss position to determine whether losses should be recognized in earnings. The Company first assesses whether it intends to sell, or is more likely than not required to sell, the security before recovery of its amortized cost. If so, the amortized cost is written down to fair value through net loss. For securities not meeting these criteria, the Company evaluates whether the decline in fair value is due to credit losses, considering factors such as severity of impairment, interest rate changes, credit ratings, and expected recovery. Credit‑related unrealized losses are recorded as an allowance in interest income. No impairments or credit losses were recognized during the periods presented.

Trade Accounts Receivable and Allowance

Trade accounts receivable arise from the product sales and represent amounts due from customers, which include a specialty distributor and specialty pharmacies. Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing. Trade accounts receivable are presented net of reserves for distribution service fees and chargebacks.

The Company evaluates the collectability of trade accounts receivable on a regular basis, by reviewing the financial condition and payment history of its customers, the age of customer accounts, and general economic factors or events expected to affect future collections. An allowance for credit losses is recorded when a receivable is deemed to be uncollectible. The Company recorded no allowance for credit losses as of December 31, 2025.

Inventories

Inventories consist of raw materials, work in process, and finished goods held for sale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Inventory valuation reserves are established, as a reduction to the cost basis of the asset, for excess, obsolete, or unsaleable inventory, as appropriate. The Company capitalizes inventory costs related to products when future economic benefit is considered probable and the related costs are expected to be recoverable. If the criteria for capitalizing inventory are not met, such costs are expensed as research and development. As a result, inventory on hand at the time of regulatory approval may have a zero cost basis.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, investment securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company has established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity.

The Company, through a 3PL, distributes PALSONIFY in the U.S. to its customers, The Company is subject to credit risk related to its accounts receivable from product sales, which are due from the specialty distributor and specialty pharmacies. These customers distribute products to a broad range of downstream channels, and the Company has not experienced material credit losses to date.

Leases

The Company determines whether an arrangement contains a lease at contract inception. Operating lease right‑of‑use (“ROU”) assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, which includes renewal or termination options the Company is reasonably certain to exercise. Short-term leases with an initial term of twelve months or less are not recorded on the balance sheets.

The lease term includes renewal options that the Company is reasonably assured to exercise. Lease liabilities are measured using the Company’s incremental borrowing rate when the implicit rate is not readily determinable.

Lease expense is recognized on a straight-line basis over the lease term. Variable lease costs are expensed as incurred. The Company accounts for lease and non-lease components as a single lease component.

Lease modifications are evaluated to determine whether they represent a separate contract. Modifications that are not separate contracts result in remeasurement of the lease liability using updated terms and the Company’s revised incremental borrowing rate, with a corresponding adjustment to the ROU asset.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation, and depreciated on a straight-line basis over their estimated useful lives. Estimated useful lives are generally as follows:

Lab equipment: three tofive years;

Office equipment: three tofive years; and

Computer equipment and software: three years.

Leasehold improvements are amortized over the shorter of the estimated useful life of the improvement or the remaining lease term. Repairs and maintenance costs are expensed as incurred, while expenditures that materially extend the useful lives of assets are capitalized.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of the asset group exceeds the sum of the undiscounted future cash flows expected to result from its use and eventual disposition. If an asset group is determined to be impaired, the impairment loss is measured as the excess of the carrying amount over its fair value.

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan that provides directors and certain employees the ability to defer receipt of current cash compensation and vested restricted stock units until a later date. The assets are held in the Rabbi Trust and participants have the option to invest their cash deferrals in a fixed income investment, a defined set of mutual funds, and, with respect to deferrals of restricted stock units, in Company common stock. The Company has made an accounting policy election to assess instruments held in the Rabbi Trust at the instrument level. The assets of the Rabbi Trust are subject to the claims of creditors in the event that the Company becomes insolvent.

The deferred compensation liability related to cash deferrals is included in other liabilities in the Company’s consolidated balance sheets and the deferred compensation asset related to cash deferrals is included in prepaid expenses and other assets, net of current portion in the Company’s consolidated balance sheets. Changes in this liability balance are recorded to expense and reflected within operating expenses of the Company's consolidated statements of operations and comprehensive loss. Changes in the fair value of these assets are recorded within other income (expense) in the consolidated statements of operations and comprehensive loss.

Investments in shares of the Company's common stock are included as stock held in trust, in the Company’s consolidated balance sheets. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included within common stock and paid-in capital in the Company’s consolidated balance sheets.

Revenue Recognition

The Company's revenue consist of product sales of PALSONIFY and revenue derived from its collaborative and licensing arrangements. The Company recognizes revenue when, or as, the control of the promised goods or services are transferred to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the performance obligation(s) are satisfied. At contract inception, the Company assesses the goods or services promised within each contract, assesses whether each promised good or service is distinct and identifies those that are performance obligations. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. In revenue arrangements involving third parties, the Company recognizes revenue as the principal when it maintains control of the product or service until it is transferred to our customer; under other circumstances, the Company recognizes revenue as an agent in the sales transaction. Determining whether the Company has control requires judgment over certain considerations, which generally include whether the Company is responsible for the fulfillment of the underlying products or services, whether it has inventory risk before fulfillment is completed, and if it has discretion to establish prices over the products or services. The Company evaluates whether it is the principal or the agent in revenue arrangements involving third parties should there be changes impacting control in transferring related goods or services to customers.

Product Sales

The Company, through a 3PL, distributes PALSONIFY in the U.S. to its customers, who then sell the product to other end-user customers. The Company maintains control throughout the sales transactions as the principal and recognizes revenue when control of the product transfers, generally upon delivery, to its customers in an amount that reflects the consideration received or expected to be received. Payment terms with customers are within approximatelytwo months from invoice date.

The Company sells PALSONIFY at Wholesale Acquisition Cost ("WAC") and calculates product revenue net of variable consideration and consideration payable to third parties associated with distribution of product. The Company utilizes the expected value method when estimating the amount of variable consideration to include in the transaction price. Variable consideration is included in the transaction price only to the extent it is probable that a significant revenue reversal will not occur. These amounts include government rebates, chargebacks, distribution service fees, co-payment assistance and return reserve, which are collectively referred to as “Gross-to-Net Adjustments.” Because all product sales commissions relate to contracts with a benefit period of less than one year, the Company expenses these commissions as incurred. Commissions are recorded in selling, general and administrative expenses in the consolidated statements of operations.

The Company must make significant judgments to determine the estimate for certain Gross-to-Net Adjustments. The specific considerations that the Company uses in estimating the amounts related to Gross-to-Net Adjustments are as follows:

Government Rebates

Government rebates represent estimated obligations to government agencies under the Medicaid Drug Rebate Program, Medicare Part D program. Government rebates represent estimated obligations to government agencies and are recorded based on the Company's best estimates, which consider a variety of factors, including payer mix and discount terms. These estimated rebates are recorded as accrued liabilities at the time the related product revenue is recognized.

Chargebacks

Chargebacks relate to the Company's estimated obligations resulting from contractual commitments to sell products to qualified entities at prices lower than the list prices that the Company charges. The Company estimates the chargebacks that it expects to be obligated to provide based upon the terms of the applicable arrangements and the forecasted business mix. These estimated chargebacks are recorded as contra trade accounts receivable at the time the related product revenue is recognized.

Distribution Service Fees

The Company pays distribution service fees to its customers for services related to the distribution of PALSONIFY. These fees are contractually fixed as a percentage of WAC and are calculated at the time of sale based on the quantity of product purchased. The Company records these fees as contra trade accounts receivable at the time the related product revenue is recognized.

Copay Assistance

The Company offers co-payment assistance programs to commercially insured patients whose insurance plans require a co-payment at the time a prescription is filled. The Company estimates the cost of co-payment assistance based on estimated utilization, contractual program terms, and other relevant factors, including forecasted business mix. Co-payment programs estimates are included in accounts payable and accrued expenses on the consolidated balance sheets.

Return Reserve

The Company permits the return of product within a specified number of months prior to and after its expiration date, as well as returns resulting from incorrect shipments or damaged or defective product, which the Company expects to be rare. The Company estimates expected product returns based on current experience and expectations. Expected product returns are accounted for as variable consideration and recorded as a reduction of product revenue in the period the related sales are recognized. A refund liability for expected returns is included in accrued expenses on the consolidated balance sheets. The Company will adjust its estimates in future periods if actual experience or expectations change.

Collaborative and Licensing Arrangements

The Company has entered into licensing and collaboration agreements that mainly include the following: (i) upfront considerations; (ii) payments associated with achieving certain milestones; and (iii) royalties based on specified percentages of net product sales, if any.

At the inception of an arrangement, the Company evaluates whether the arrangement falls within ASC 808, Collaborative Arrangements, and/or ASC 606, Revenue from Contracts with Customers, and identifies the distinct performance obligations. Judgment is applied in determining whether the Company acts as principal or agent, whether licenses are functional or symbolic, and whether obligations are satisfied over time or at a point in time.

Milestone payments that are within the Company’s control are included in the transaction price when it is probable that significant revenue reversal will not occur. Milestones outside the Company’s control, such as regulatory approvals, are recognized when achieved. Sales-based royalties and milestone payments related to sales are recognized when the related sale occurs or the associated performance obligation is satisfied.

Transaction prices are allocated to performance obligations based on their estimated standalone selling prices. For obligations satisfied over time, the Company generally uses an input method, such as cost-to-cost, to measure progress, updating estimates each reporting period as necessary. Significant judgments include estimating costs, probabilities of success, development timelines, and other assumptions used to determine standalone selling prices and progress towards completion.

Cost of Product Revenue

Cost of product revenue consists of the purchase costs for finished products from third-party manufacturers, freight and handling from the Company’s 3PL logistics service provider, and certain salary-related and stock-based compensation expenses for employees involved in manufacturing, quality control, and supply chain activities.

Manufacturing costs incurred for inventory produced prior to regulatory approval, for which there is no alternative future use, are expensed as research and development in the period incurred. As a result, inventory manufactured prior to regulatory approval that is subsequently approved and sold has a zero cost basis and does not result in cost of product revenue upon sale.

Cost of product revenue also reflects any write-downs or reserve adjustments for the Company’s inventories and commercial manufacturing readiness and supplier qualification costs incurred for approved products, where activities relate to commercialization rather than research and development.

Research and Development Expenses

Research and development (“R&D”) expenses consist of personnel-related costs, including salaries, benefits, payroll taxes, and stock-based compensation for employees engaged in R&D activities, as well as costs for third-party research and development services, laboratory supplies, clinical materials, and allocated facilities and depreciation costs. R&D expenses are expensed as incurred.

Costs incurred under contracts with contract research organizations (“CROs”) and other third parties that conduct and manage the Company’s clinical trials are included in R&D expenses and are accrued based on estimates of services performed to date. Estimates are determined by reviewing cost information provided by CROs, other third-party vendors, and internal clinical personnel, and the scope of work to be performed from contractual arrangements with CROs. Payments made in advance of the receipt of goods or services to be used in R&D activities are recorded as prepaid expenses and expensed as the related goods or services are received.

Advertising Expenses

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising costs for the year ended December 31, 2025 were approximately $16.9 million. Advertising costs for the years ended December 31, 2024 and 2023 werenot significant to the Company's consolidated financial statements.

Stock-Based Compensation

Stock-based compensation expense represents the estimated grant date fair value of the Company’s equity awards, consisting of stock options, restricted stock units and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”), recognized over the requisite service period of such awards (usually the vesting period) on a straight-line basis and recognizes forfeitures as they occur. The Company estimates the fair value of all stock option grants and the ESPP using the Black-Scholes option pricing model.

The key assumptions used in determining the fair value of stock options grants and ESPP, and the Company’s rationale, were as follows:

(i)Expected term - the expected term for stock options represents the period that the stock options are expected to be outstanding and has been estimated using the simplified method, due to limited historical exercise behavior. The expected term using the simplified method is an average of the contractual option term and its vesting period; the expected term for awards granted under the ESPP represents the term the awards are expected to be outstanding;

(ii)Expected volatility - the expected volatility assumption for stock-based awards granted is based on the historical volatility of the Company's common stock;

(iii)Risk-free interest rate - the risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities that approximate the expected terms of awards; and

(iv)Expected dividend yield - the expected dividend yield assumption iszero as the Company has never paid dividends and has no present intention to do so in the future.

Restricted stock units are valued using the closing sale price of the Company's common stock on the date of grant.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a two-step approach under which tax positions are recognized when it is more likely than not that the position will be sustained upon examination, and measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement. Interest and penalties related to uncertain tax positions are recognized within income tax expense.

Recently Adopted Accounting Pronouncements

ASU 2023-09

In December 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in the current period retrospectively for all periods presented (see Note 12).

Recent Accounting Pronouncements Not Yet Adopted

ASU 2024-03

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(“ASU 2024-03”), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

ASU 2025-03

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which provides guidance for identifying the accounting acquirer in business combinations in which the legal acquiree is a VIE that meets the definition of a business. Under the ASU, the acquirer is determined using the factors in Accounting Standards Codification 805, Business Combinations (“ASC 805”) rather than assuming the primary beneficiary is the acquirer. ASU 2025‑03 is effective for fiscal years beginning after December 15, 2026, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the presentation of its consolidated financial statements and accompanying notes.

  1. Investment Securities

The Company reports its available-for-sale investment securities at their estimated fair values. The following is a summary of the available-for-sale investment securities held by the Company as of December 31, 2025 and 2024:

AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairMarketValueAmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairMarketValue
Available-for-sale investment securities:
Corporate debt securities$510,668$1,215$(11)$511,872$487,613$818$(182)$488,249
Agency obligations43,9971(29)43,96957,9862(57)57,931
U.S. government obligations369,652860—370,512542,962417(35)543,344
Total$924,317$2,076$(40)$926,353$1,088,561$1,237$(274)$1,089,524

As of December 31, 2025 and 2024, available-for-sale investment securities by contractual maturity were as follows:

AmortizedCostFairMarketValueAmortizedCostFairMarketValue
Available-for-sale investment securities:
Due in one year or less$712,675$714,118$621,499$622,161
Due after one year through five years211,642212,235467,062467,363
Total$924,317$926,353$1,088,561$1,089,524

The following is a summary of the available-for-sale investment securities by length of time in a net loss position as of December 31, 2025 and 2024:

Less Than 12 MonthsLess Than 12 Months
FairMarketValueGrossUnrealizedLossesFairMarketValueGrossUnrealizedLosses
Available-for-sale investment securities:
Corporate debt securities$38,596$(11)$165,032$(182)
Agency obligations27,471(29)47,936(57)
U.S. government obligations——19,953(35)
Total$66,067$(40)$232,921$(274)

As of December 31, 2025 and 2024, all available-for-sale investment securities in a continuous unrealized loss position had been in a loss position for less than 12 months.

The Company reviewed its investment holdings as of December 31, 2025 and 2024 and determined that the decrease in fair value is attributable to changes in interest rates and not credit quality, and as the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. Therefore, there wereno allowances for credit losses as of December 31, 2025 and 2024. During the years ended December 31, 2025, 2024, and 2023, the realized net gains (losses) recognized in the accompanying statements of operations and comprehensive loss were not significant.

Accrued interest receivable on available-for-sale securities was $7.8 million and $8.3 million at December 31, 2025 and 2024, respectively. The Company did not write off any accrued interest receivable in any of the periods presented in the consolidated financial statements.

  1. Fair Value Measurements

Fair value measurements may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures.

Financial assets measured at fair value on a recurring basis as of December 31, 2025 and 2024 were as follows:

As of December 31, 2025
Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$70,731$—$—$70,731
Total cash equivalents70,731——70,731
Investment securities:
U.S. government obligations370,512——370,512
Agency obligations—43,969—43,969
Corporate debt securities—511,872—511,872
Total investment securities370,512555,841—926,353
Other non-current assets:
Deferred compensation plan (1)3,249——3,249
Total assets measured at fair value$444,492$555,841$—$1,000,333
As of December 31, 2024
Level 1Level 2Level 3Total
Cash equivalents:
Money market funds$249,116$—$—$249,116
Corporate debt securities—5,314—5,314
Total cash equivalents249,1165,314—254,430
Investment securities:
U.S. government obligations543,344——543,344
Agency obligations—57,931—57,931
Corporate debt securities—488,249—488,249
Total investment securities543,344546,180—1,089,524
Other non-current assets:
Deferred compensation plan (1)829——829
Total assets measured at fair value$793,289$551,494$—$1,344,783

(1) Consists of mutual fund investments held in the Rabbi Trust related to the Company's non-qualified deferred compensation plan.

There were no transfers into or out of Level 3 during the years ended December 31, 2025 and 2024.

  1. Balance Sheet Details

Inventory consisted of the following:

December 31,2025December 31, 2024
Raw materials$—$—
Work in process2,004—
Finished goods18—
$2,022$—

Inventory balances as of December 31, 2025 reflect the capitalization of PALSONIFY manufacturing costs following the regulatory approval in September 2025. PALSONIFY inventory produced prior to approval was expensed as research and development.

There were no write-downs of inventory for the year ended December 31, 2025.

Prepaid expenses and other assets consisted of the following:

Prepaid clinical costs$19,547$6,842
Interest receivable7,7588,310
Deferred compensation plan3,249829
Prepaid research and development costs2,901714
Loyal preferred stock (Note 8)2,0002,000
Prepaid subscriptions1,2552,561
Other3,4562,392
Total prepaid expenses and other assets40,16623,648
Less prepaid expenses and other current assets(17,839)(20,819)
Prepaid expenses and other assets, net of current portion$22,327$2,829

Property and equipment, net consisted of the following:

Leasehold improvements$10,003$11,900
Lab equipment9,9605,693
Office equipment2,2252,147
Computers and software6060
Property and equipment at cost22,24819,800
Less accumulated depreciation and amortization(7,952)(7,732)
Total$14,296$12,068

Depreciation and amortization expense was $3.9 million, $2.8 million and $1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Accounts payable and accrued expenses consisted of the following:

December 31,2025December 31, 2024
Accounts payable$22,611$5,853
Accrued clinical trial costs7,3693,076
Accrued research and development costs4,5066,067
Accrued outside services and professional fees4,4305,572
Other accrued expenses2,854901
Total$41,770$21,469
  1. Operating Leases

The Company's lease obligations consist of an operating lease for its headquarters in San Diego, California, entered into in 2022 (the “2022 Lease”). The Company's prior operating lease for a facility in San Diego, California, entered into in 2018, expired in August 2025.

Under the terms of the 2022 Lease, the Company's expected future monthly minimum lease payments of $0.5 million, withsix months of rent abatement in the first year, start on the earlier of (i) the date which is ten (10) months after substantial completion of demolition work, or (ii) the date of the substantial completion of improvements and first occupancy for business purposes, and the term expires on the date immediately preceding the one hundred thirty-seventh (137th) monthly anniversary of this lease payment start date. Lease payments are subject to annual 3% increases. The Company is also responsible for certain operating expenses and taxes during the term of the 2022 Lease. The 2022 Lease provides the Company with specified tenant improvement and landlord work allowances. The Company has (i)two options to extend the term of the 2022 Lease for an additional period of 5 years each, and (ii) a right of first offer on adjacent space to the new facility, subject to the terms and conditions of the 2022 Lease. The 2022 Lease commenced in 2023 when the building was ready and available for its intended use. As of the date of the recording of the 2022 Lease, the Company is not reasonably certain that these options will be exercised.

The Company’s estimated incremental fully collateralized borrowing rate of 8.6% was used in its present value calculation as the 2022 Lease does not have a stated rate and the implicit rate was not readily determinable. The rate was determined using a synthetic credit rating analysis.

Under the terms of the 2018 Lease and 2022 Lease, the Company provided the lessors with irrevocable letters of credit in the amounts of $0.5 million and $0.8 million, respectively, the latter of which is included in restricted cash and restricted cash, net of current portion in the accompanying consolidated balance sheets. The $0.5 million letter of credit related to the 2018 Lease, which was included in restricted cash in the accompanying consolidated balance sheet as of December 31, 2024, was released as of December 31, 2025. The lessor of the 2022 Lease is entitled to draw on the $0.8 million letter of credit in the event of any default by the Company under the terms of the lease.

As of December 31, 2025, the Company's future minimum payments under non-cancellable operating leases, were as follows:

Year ending December 31,MinimumPayments
2026$6,795
20276,999
20287,209
20297,425
20307,648
Thereafter35,903
Total future minimum lease payments71,979
Less imputed interest(23,438)
Total operating lease liabilities48,541
Less operating lease liabilities, current(6,489)
Operating lease liabilities, non-current$42,052

Operating lease cost was $8.4 million, $8.5 million, and $3.3 million for each of the years ended December 31, 2025, 2024 and 2023, respectively. Short-term lease expenses for the years ended December 31, 2025, 2024 and 2023 were not significant.

Remaining lease terms and discount rates for the Company's operating leases are as follows:

As of December 31, 2025 (1)As of December 31, 2024
Weighted-average remaining lease term (years)9.3 years10.1 years
Weighted-average discount rate8.6%8.6%

(1) Reflects only the Company's 2022 Lease as the 2018 Lease expired in August 2025.

Supplemental cash flow information related to leases was as follows:

Year Ended December 31,
Operating cash flow used for operating leases$7,468$4,491$1,616
  1. Commitments and Contingencies

Litigation

From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

  1. Revenue Recognition

Product Revenue

Following the regulatory approval in September 2025, the Company launched PALSONIFY and began recognizing product revenue in the United States from the sales to specialty distributors and specialty pharmacies.

The following table summarizes customers that represented 10% or greater of our consolidated gross product revenue for the year ended December 31, 2025:

Year Ended
Customer A58%
Customer B42%

Sanwa Kagaku Kenkyusho Co., Ltd

On February 25, 2022, the Company and Sanwa Kagaku Kenkyusho Co., Ltd. ("SKK"), entered into a license agreement (the “SKK License”) whereby the Company granted SKK an exclusive license to develop and commercialize paltusotine in Japan.

Under the SKK License, SKK has the right to receive data obtained by the Company through certain paltusotine studies. The Company assessed the SKK License and concluded that SKK is a customer within the agreement. SKK will assume all costs associated with clinical trials and regulatory applications associated with these processes in Japan. Further, the Company retains all rights to develop and commercialize the product outside Japan. The Company also granted SKK the right to purchase supply of paltusotine for clinical and commercial requirements at cost plus a pre-negotiated percentage which was a market rate and therefore not a material right.

In exchange, the Company received a $13.0 million nonrefundable, upfront payment and will be eligible to receive up to an additional $25.5 million in milestone payments related to the achievement of certain development, regulatory and commercial goals. In addition, upon market approval of paltusotine in Japan, the Company will be eligible to receive certain sales-based royalties.

Initially, the Company determined that the transaction price amounted to the upfront payment of $13.0 million. The Company determined that its performance obligations under the SKK License consist of the license and data exchange.

The control of the license was transferred to SKK at the inception of the contract and the Company does not have an ongoing performance obligation to support or maintain the licensed intellectual property. Revenue allocated to the data exchange obligation is recognized over time using the cost-to-cost measure as this method represents a faithful depiction of progress toward certain ongoing paltusotine studies and related data transfer. Revenue is recognized on a gross basis as the Company is the principal. As there have been no sales of paltusotine in Japan to date, no sales-based milestones or royalties were recognized to date. Further, using the most-likely-method, the other developmental milestone payments are considered fully constrained.

During the year ended December 31, 2024, the Company achieved a $1.0 million milestone for the first indication of the development milestones. In 2024, the Company updated its estimated transaction price to $14.0 million and recorded a cumulative catch-up adjustment of $0.4 million.

Deferred revenue consisted of the following:

Year Ended December 31,
Balance at beginning of period$6,880$6,806$8,341
Deferred revenue additions, excluding amounts recognized as revenue during the period—550—
Revenue recognized(1,835)(476)(1,535)
Balance at end of period5,0456,8806,806
Less deferred revenue, current(1,235)(2,176)(2,056)
Deferred revenue, non-current$3,810$4,704$4,750

During the years ended December 31, 2025, 2024, and 2023, $1.8 million, $0.9 million, and $1.5 million, respectively, of the $14.0 million estimated transaction price was recognized as revenue in the accompanying consolidated statements of operations and comprehensive loss. Deferred revenue are expected to be recognized over the duration of certain paltusotine studies conducted by the Company.

On June 14, 2022, the Company and SKK, entered into a clinical supply agreement (the "SKK Clinical Supply Agreement") whereby the Company is responsible for manufacturing and supplying certain materials to SKK for specified activities under the SKK License. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $0.4 million, $0.1 million, and $0.4 million respectively, of revenue from the SKK Clinical Supply Agreement in the accompanying consolidated statements of operations and comprehensive loss.

Cellular Longevity, Inc., doing business as Loyal

On March 24, 2023, the Company and Cellular Longevity Inc., doing business as Loyal ("Loyal") entered into a license agreement (the “Loyal License”) whereby the Company granted Loyal an exclusive license to develop and commercialize CRN01941, a somatostatin receptor type 2 agonist, for veterinary use. In exchange the Company received a $0.1 million nonrefundable, upfront payment and Loyal preferred stock valued at approximately $2.0 million. The Company may also earn single-digit sales-based royalties if the product is approved.

No revenue was recognized during the year ended December 31, 2025 and 2024. During the year ended December 31, 2023, the Company recognized $2.1 million of revenue from the Loyal License at the inception of the contract in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2025, the shares of Loyal preferred stock issued and to be issued to the Company valued at $2.0 million is included in other assets in the accompanying consolidated balance sheets. The Loyal preferred stock does not have a readily determinable fair value and is recorded at cost less impairment.

  1. Stockholders’ Equity

Stock Offerings

On March 1, 2024, the Company completed a private placement of 8,333,334 shares of its common stock at a price of $42.00 per share (the "Private Placement"). Net proceeds from the Private Placement were approximately $335.5 million, after offering costs of approximately $14.5 million. On March 19, 2024, the Company registered for resale the shares issued and sold in the Private Placement, pursuant to the Registration Rights Agreement entered into with the Purchasers, dated February 27, 2024.

On October 10, 2024, the Company completed an underwritten public offering of 11,500,000 shares of its common stock at a price to the public of $50.00 per share, which included 1,500,000 shares of common stock issued pursuant to the underwriters' option to purchase additional shares. Net proceeds from the offering were approximately $542.8 million, after underwriting discounts and commissions and other offering costs of approximately $32.2 million.

On January 8, 2026, the Company completed an underwritten public offering of 8,763,000 shares of its common stock at a price to the public of $45.95 per share, which included 1,143,000 shares of common stock issued pursuant to the underwriters' option to purchase additional shares. Net proceeds from the offering were approximately $380.0 million, after underwriting discounts and commissions and other offering costs.

ATM Offerings

On August 13, 2019, the Company entered into a Sales Agreement (as amended, the “2019 Sales Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co. (collectively, the “Sales Agents”), under which the Company could, from time to time, sell up to $150.0 million of shares of its common stock through the Sales Agents (the “2019 ATM Offering”). The 2019 ATM Offering was terminated upon the filing by the Company of its Registration Statement on Form S-3ASR on June 21, 2024.

On June 21, 2024, the Company entered into a Sales Agreement (the “2024 Sales Agreement”) with the Sales Agents under which the Company may, from time to time, sell up to $350.0 million of shares of its common stock through the Sales Agents (the “2024 ATM Offering”). During the year ended December 31, 2025, and as of date of this Report, no shares of common stock have been issued pursuant to the 2024 ATM Offering. During the year ended December 31, 2024, the Company issued 1,223,775 shares of common stock for net proceeds of approximately $43.4 million and 928,912 shares of for net proceeds of approximately $48.3 million, pursuant to the 2019 ATM Offering and 2024 ATM Offering, respectively.

  1. Equity Incentive Plans

2021 Employment Inducement Incentive Award Plan

The Company adopted the 2021 Employment Inducement Incentive Award Plan (the "2021 Inducement Plan") in December 2021. In December 2024, the Company amended the 2021 Inducement Plan to increase the number of shares of the Company’s common stock available for future issuance under the 2021 Inducement Plan to 9,500,000 shares. The Company reserved 9,500,000 shares, as amended, of the Company’s common stock for issuance pursuant to awards granted under the 2021 Inducement Plan. The terms of the 2021 Inducement Plan are substantially similar to the terms of the Company’s 2018 Incentive Award Plan below with the exception that awards may only be made to an employee who has not previously been an employee or member of the board of directors of the Company if the award is in connection with commencement of employment. As of December 31, 2025,1,982,536 shares of common stock were available for future issuance under the 2021 Inducement Plan.

2018 Incentive Award Plan

The Company adopted the 2018 Incentive Award Plan (the “2018 Plan”) in July 2018. Under the 2018 Plan, which expires in July 2028, the Company may grant equity-based awards to individuals who are employees, officers, directors or consultants of the Company. Options issued under the 2018 Plan will generally expireten years from the date of grant and vest over afour-year period. As of December 31, 2025,5,494,874 shares of common stock were available for future issuance under the 2018 Plan.

The 2018 Plan contains a provision that allows annual increases in the number of shares available for issuance on the first day of each calendar year through January 1, 2028 in an amount equal to the lesser of: (i)5% of the aggregate number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding calendar year, or (ii) such lesser amount determined by the Company. Under this evergreen provision, on January 1, 2026, an additional 4,778,774 shares became available for future issuance under the 2018 Plan.

2015 Stock Incentive Plan

The Company adopted the 2015 Stock Incentive Plan (the “2015 Plan”) in February 2015, which provided for the issuance of equity awards to the Company’s employees, members of its board of directors and consultants. In general, options issued under this plan vest over four years and expire after 10 years. Subsequent to the adoption of the 2018 Plan, no additional equity awards can be made under the 2015 Plan. The 2015 Plan expired in February 2025.

2018 Employee Stock Purchase Plan

The Company adopted the 2018 Employee Stock Purchase Plan (the “ESPP”) in July 2018. The ESPP, which expires in July 2028, permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. As of December 31, 2025,2,773,650 shares of common stock were available for issuance under the ESPP.

The ESPP contains a provision that allows annual increases in the number of shares available for issuance on the first day of each calendar year through January 1, 2028 in an amount equal to the lesser of: (i)1% of the aggregate number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding calendar year, or (ii) such lesser amount determined by the Company. The Company elected to not increase the number of shares available for issuance under the ESPP on January 1, 2026.

Stock Awards

Stock Options

Activity under the Company’s stock option plans during the year ended December 31, 2025 was as follows:

OptionsOutstandingWeighted-AverageExercisePriceWeighted-AverageRemainingTerm (in years)AggregateIntrinsicValue(000’s)
Balance on December 31, 202413,665,771$26.57
Granted3,038,153$35.85
Exercised(2,027,378)$17.46
Forfeited and expired(1,045,472)$33.27
Balance on December 31, 202513,631,074$29.547.2$237,015
Exercisable on December 31, 20257,695,416$25.286.3$165,272

Aggregate intrinsic value is calculated as the difference at a specific point in time between the closing price of the Company’s common stock at December 31, 2025 and the exercise price of stock options that had exercise prices below the closing price. The aggregate intrinsic value of options exercised during 2025, 2024 and 2023 was $46.5 million, $72.1 million and $16.2 million, respectively.

Restricted Stock Units

The Company’s restricted stock unit activity during the year ended December 31, 2025 was as follows:

Restricted StockUnitsOutstandingWeighted-AverageGrant DateFair Value
Balance on December 31, 20241,334,635$34.30
Granted1,624,023$35.43
Vested(415,264)$32.51
Forfeited(221,662)$36.19
Balance on December 31, 20252,321,732$35.23

The weighted average grant date fair value for restricted stock units granted during 2024 and 2023 was $43.56 and $19.62, respectively. The total fair value of restricted stock units that vested during 2025, 2024, and 2023 was $14.3 million and $10.0 million, and $1.4 million respectively.

Employee Stock Purchase Plan

During the year ended December 31, 2025, the Company issued 206,428 shares of our common stock under the ESPP. The shares were purchased by employees at an average purchase price of $25.28 per share, resulting in proceeds to the Company of approximately $5.2 million.

Fair Value of Stock Awards

The following table summarizes the weighted average assumptions used to estimate the fair value of stock options granted under the Company’s stock option plans for the periods presented below:

Stock Option AwardsYear ended December 31,
Expected option term6.0 years6.0 years6.0 years
Expected volatility64%66%66%
Risk free interest rate4.3%4.2%4.1%
Expected dividend yield—%—%—%

The weighted-average fair value of stock options awarded during the years ended December 31, 2025, 2024 and 2023 was $22.26, $28.96 and $13.09 per share, respectively.

The following table summarizes the weighted average assumptions used to estimate the fair value of the ESPP awards for the periods presented below:

ESPPYear ended December 31,
Expected term1.3 years1.3 years1.1 years
Expected volatility57%72%66%
Risk free interest rate3.8%5.0%5.0%
Expected dividend yield—%—%—%

The weighted-average fair value of awards under the ESPP during the years ended December 31, 2025, 2024 and 2023 was $13.40, $22.09 and $11.49 per share, respectively.

Restricted stock units are valued using the closing sale price of our common stock on the date of grant and recognizes forfeitures as they occur.

Stock-Based Compensation Expense

Stock-based compensation expense for the equity awards issued by the Company to employees and non-employees for the periods presented below was as follows:

Included in research and development$50,344$40,667$22,633
Included in general and administrative40,68028,71918,304
Total stock-based compensation expense$91,024$69,386$40,937

Total stock-based compensation expense capitalized during 2025 was not significant and not separately broken out above.

A summary of the Company's total unrecognized stock-based compensation expense, as of December 31, 2025, is as follows:

Unrecognized Stock-BasedCompensation Expense(in thousands)Average RemainingVesting Period(in years)
Stock option awards$122,4132.4
RSU awards$61,2972.7
ESPP$6,6001.4
  1. Investment In Radionetics

Investment in Radionetics

In October 2021, the Company licensed its radiotherapeutics technology to Radionetics in exchange for 50,500,000 shares of Radionetics common stock, equivalent to a 64% initial stake, and a warrant to maintain up to 22% equity in Radionetics on a fully diluted basis (the “Radionetics Warrant”).

In August 2023, the Company participated in a refinancing transaction, exercising the Radionetics Warrant to purchase 3,407,285 shares of Radionetics common stock, exchanging 32,344,371 shares of Radionetics common stock for Radionetics preferred stock, and investing $5.0 million for an additional 14,404,656 shares of Radionetics preferred stock. The Radionetics license was also amended to include up to $15 million in new sales milestones.

In June 2024, the license with Radionetics was amended to reduce development targets, reverting certain rights to the Company, and the Company is eligible to receive total potential sales milestones in excess of $300.0 million and single-digit royalties on net sales. In July 2024, Radionetics formed a strategic partnership with Eli Lilly and Company (“Lilly”), receiving a $140.0 million upfront payment and granting Lilly the exclusive right to acquire Radionetics for $1.0 billion.

Although Radionetics is a VIE, the Company determined it is not the primary beneficiary and does not consolidate Radionetics’ results due to lack of control over key decisions, which rest with Radionetics’ independent board and management.

As of December 31, 2025, the Company owned approximately 25% of Radionetics consisting of common and preferred stock. The investment asset was previously written down to zero. Accordingly, during the year ended December 31, 2025, the Company recordedno equity method losses in the accompanying consolidated statements of operations and comprehensive loss, as a result of the allocation of the Company’s share of Radionetics eligible losses, which is recorded on a quarterly lag.

Other Items

R. Scott Struthers, Ph.D., the Company’s President and Chief Executive Officer, serves as chairman of the Radionetics board of directors. Pursuant to such arrangement, Dr. Struthers receives consideration in the form of both equity and a $50,000 annual retainer for his service as a board member of Radionetics. As of December 31, 2025, Dr. Struthers has an approximately 1.3% ownership stake in Radionetics consisting of common stock.

As of December 31, 2025 and 2024, the Company hadno amounts due from Radionetics for reimbursement of certain expenses paid on behalf of Radionetics. Accordingly, no reimbursements were received by the Company during the year ended December 31, 2025. During the years ended December 31, 2024 and 2023, reimbursements from Radionetics were immaterial.

  1. Income Taxes

For the three years in the period ended December 31, 2025, domestic and foreign pre-tax loss were:

Loss before income taxes - Domestic$(453,630)$(297,441)$(208,829)
Loss before income taxes - Foreign(11,507)(497)(502)
Loss before income taxes - Consolidated$(465,137)$(297,938)$(209,331)

The components of income tax expense are as follows in the period ended December 31, 2025:

Current expense:
U.S. Federal$—$—$—
State———
Foreign180——
Total current expense (benefit)180——
Deferred expense:———
U.S. Federal———
State———
Foreign———
Total deferred expense (benefit)———
Total expense (benefit)$180$—$—

A reconciliation of income tax expense to the amount computed by applying the statutory federal income tax rate to the loss from operations for the three years in the period ended December 31, 2025 is as follows:

Tax computed at federal statutory rate$(97,679)21.00%$(62,666)21.00%$(45,051)21.00%
State tax, net of federal income tax effect (1)(884)0.19%(593)0.20%(375)0.17%
Foreign tax effects2,595(0.56)%104(0.03)%105(0.05)%
Non-taxable or nondeductible items
Stock-based compensation104(0.02)%(7,395)2.47%1,252(0.58)%
Other4,208(0.90)%2,487(0.84)%167(0.08)%
Changes in valuation allowance108,651(23.36)%84,071(28.17)%56,780(26.47)%
Tax credits
Federal R&D credits (2)(20,550)4.42%(19,527)6.54%(15,455)7.20%
Other tax credits(240)0.05%——%——%
Changes in unrecognized tax benefits3,966(0.85)%3,515(1.18)%2,691(1.25)%
Other adjustments
Other9(0.01)%40.01%(114)0.06%
Provision for income taxes$180(0.04)%$——%$——%

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California for 2025, 2024, and 2023.

(2) Federal R&D credits include research and development and orphan drug credits.

A summary of income taxes paid, net of refunds received, for the year ended December 31, 2025, 2024, and 2023 are as follows:

Foreign
Australia89——
Income taxes paid, net$89$—$—

Deferred tax assets and liabilities

Net deferred tax assets are comprised of the following as of December 31, 2025 and 2024:

December 31,
20252024
Deferred tax assets:
Net operating loss carryforwards$201,110$109,135
Capitalized research expenses71,79983,785
R&D and other tax credits79,99957,901
Stock-based compensation23,42018,090
Lease liabilities10,49011,592
Accrued expenses and other, net11,0357,488
Equity method investment3,4183,544
Total deferred tax assets401,271291,535
Less: valuation allowance(392,031)(281,784)
Total deferred tax assets after valuation allowance9,2409,751
Deferred tax liabilities:
Right-of use assets(8,750)(9,751)
Other deferred tax liabilities(490)—
Total deferred tax liabilities(9,240)(9,751)
Net deferred tax assets$—$—

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Based on the weight of available evidence, including the Company's history of operating losses, management has determined that it is more likely than not that the Company’s net deferred tax assets will not be realized. Accordingly, a valuation allowance has been established by the Company to fully offset these net deferred tax assets.

The Company is subject to taxation in the U.S., various state jurisdictions, Australia, Switzerland, Germany, Netherlands and Brazil; however, as it has operated at a loss since inception, it has not paid income taxes in any of the jurisdictions in which it has operated, except Australian withholding taxes. At December 31, 2025, the Company had federal, state, and foreign net operating loss (“NOL”) carryforwards of approximately $861.8 million, $258.1 million and $14.2 million, respectively. The federal loss carryforwards generated after 2017 of $855.4 million will carry forward indefinitely and can be used to offset up to 80% of future annual taxable income, while those loss carryforwards generated prior to 2018 begin expiring in 2035, unless previously utilized. $5.1 million of the state loss carryforwards will carry forward indefinitely. The other state loss carryforwards begin expiring in 2035, unless previously utilized. Of the Company's foreign loss carryforwards, $10.1 million begin expiring in 2032, unless previously utilized, and the remaining loss carryforwards do not expire. The Company also has federal and California R&D credit carryforwards and federal Orphan Drug Credits totaling $42.4 million, $21.5 million, and $34.5 million, respectively. The federal R&D credits begin to expire in 2030, unless previously utilized, while the state credits do not expire. The federal Orphan Drug credit carryforwards will begin to expire in 2040, unless previously utilized.

The Company’s NOL and credit carryforwards to offset future taxable income may be subject to a substantial annual limitation upon future utilization as a result of ownership changes that could occur in the future pursuant to Internal Revenue Code Sections 382 and 383. These ownership changes may limit the amount of NOL and credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an 'ownership change' as defined by the tax code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. During 2020, the Company completed a study to assess whether an ownership change within the meaning of Section 382 had occurred for the time period prior to July 15, 2020. The study identified several such ownership changes during the study period, which resulted in limitations on the annual utilization of the Company's NOL and credit carryforwards, or the “Tax Attribute” carryforwards; however, the study findings also indicated that none of the Company's Tax Attribute carryforwards generated during the study period would expire solely as a result of annual limitations on the utilization of such Tax

Attribute carryforwards. The Company updated the study for 2022 through 2025 and did not identify any additional ownership changes. Future ownership changes could still occur which might place further limits on the Company's ability to utilize its Tax Attribute carryforwards.

The Company’s federal income tax returns from 2023 forward, state income tax returns from 2022 forward, and its Australian tax returns beginning in 2022 are subject to examination by tax authorities; however, the Company's tax attribute carryforwards such as NOLs and R&D credits generated in closed years remain subject to adjustment by the taxing authorities until the future tax years in which those attributes are utilized are closed to statute. No such audits are underway.

Changes to the Company’s unrecognized tax benefits are summarized in the following table:

Beginning balance$10,689$6,946$4,110
Increase (decrease) for prior year tax positions(20)(85)188
Increase (decrease) for current year tax positions4,0833,8282,648
Decreases due to settlements———
Expiration of the statute of limitations for the assessment of taxes———
Ending balance$14,752$10,689$6,946

Due to the existence of the valuation allowance, future changes in unrecognized tax benefits would not have any effect on the Company’s effective tax rate. There have been no decreases in unrecognized tax benefits due to settlements or expiration of statute of limitations for the assessment of taxes during the years ended December 31, 2025, 2024 and 2023.

The Company’s policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense. The Company had no accrual for interest or penalties on its consolidated balance sheets as of December 31, 2025 or December 31, 2024, and has not recognized interest and/or penalties in its consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 as the unrecognized tax benefits relate to tax positions for which no cash tax liability has been reduced.

Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because the Parent entity would not be required to include the distribution into income as the amount would be tax free. The Company has no foreign withholding tax liability as of December 31, 2025 as a result of losses in foreign subsidiaries.

The Tax Cuts and Jobs Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5. Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred.

  1. Segment Reporting

The Company identifies operating segments based on components of the business for which discrete financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in allocating resources, assessing performance and monitoring budget versus actuals. The Company’s CODM is its founder and Chief Executive Officer.

The Company operates as a single operating and reportable segment, focused on the discovery, development, and commercialization of therapeutics for rare endocrine diseases and endocrine‑related tumors.

The segment derives revenue from product sales and licensing arrangements. The CODM evaluates performance using consolidated net loss, as presented in the consolidated statements of operations and comprehensive loss. Segment assets are represented by total consolidated assets reported in the consolidated balance sheets. Segment depreciation expense and capital expenditures are consistent with the consolidated amounts reported in the consolidated statements of cash flows due to the Company’s single‑segment structure.

Substantially all of the Company’s assets and revenues are generated in the United States. The segment amount of equity method investments is also consistent with the consolidated amount reported in the consolidated balance sheets.

Segment revenue and significant segment expenses which are regularly reported to the CODM are included within the table below and are reconciled to consolidated net loss:

Revenue:
Product revenue, net$5,420$—$—
Collaboration and license revenue2,2761,0394,013
Total revenue, net7,6961,0394,013
Less:
Cost of product revenue(1,076)——
Research and development expenses
Paltusotine(68,337)(51,229)(46,772)
Atumelnant(48,131)(24,524)(13,118)
Other research and development programs(33,322)(26,010)(20,421)
Research and development personnel expenses(102,677)(70,772)(53,446)
Research and development stock-based compensation(50,344)(40,667)(22,633)
Other research and development (1)(29,247)(26,954)(12,137)
Total research and development expenses(332,058)(240,156)(168,527)
Selling, general and administrative
External selling, general and administrative expenses(90,013)(38,733)(20,362)
Selling, general and administrative personnel expenses(60,638)(32,285)(19,428)
Selling, general and administrative stock-based compensation(40,680)(28,719)(18,304)
Total selling, general and administrative expenses(191,331)(99,737)(58,094)
Total other income, net51,63240,91613,277
Income tax expense(180)——
Loss on equity method investment—(470)(5,198)
Segment and consolidated net loss$(465,317)$(298,408)$(214,529)

(1)Other research and development is comprised of non-personnel related research and development indirect costs incurred for the benefit of multiple research and development programs, including depreciation, and other facility-based expenses, such as rent expense.

  1. Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of common stock subject to repurchase and stock options outstanding under the Company’s stock option plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities on loss per share would be antidilutive.

Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows:

Stock option awards13,63113,66612,627
Unvested RSU awards2,3221,335814
Estimated shares of common stock to be purchased under the ESPP652197302
Stock held in trust under deferred compensation plan3——
Total16,60815,19813,743
  1. Defined Contribution Plan

The Company maintains a defined contribution 401(k) plan for eligible employees. The Company had accrued matching contribution liabilities of approximately $2.5 million, $1.0 million, and $0.7 million as of December 31, 2025, 2024 and 2023, respectively, which are included in accrued compensation and related expenses.

EXHIBIT INDEX

Incorporated by Reference
ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith
3.1Amended and Restated Certificate of Incorporation8-K7/20/20183.1
3.2Amended and Restated Bylaws8-K12/12/20233.1
4.1Specimen Stock Certificate Evidencing the Shares of Common StockS-1/A7/09/20184.1
4.2Description of Registered Securities10-K3/30/20214.3
10.1#Crinetics Pharmaceuticals, Inc. 2015 Stock Incentive Plan, as amendedS-1/A7/09/201810.1
10.2#Form of stock option agreement under Crinetics Pharmaceuticals, Inc. 2015 Stock Incentive Plan, as amendedS-16/22/201810.2
10.3#Crinetics Pharmaceuticals, Inc. 2018 Incentive Award PlanS-1/A7/09/201810.3
10.4#Form of stock option agreement under Crinetics Pharmaceuticals, Inc. 2018 Incentive Award PlanS-1/A7/09/201810.4
10.5#Form of restricted stock unit agreement under Crinetics Pharmaceuticals, Inc. 2018 Incentive Award Plan10-K3/30/202210.5
10.6#Crinetics Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan and offering document thereunderS-1/A7/09/201810.5
10.7#Amended and Restated Employment Agreement, effective as of May 25, 2018, by and between R. Scott Struthers and the RegistrantS-16/22/201810.6
10.8#Employment Agreement, effective as of June 15, 2018, by and between Alan Krasner, M.D. and the RegistrantS-1/A7/09/201810.8
10.9#Form of Indemnification Agreement for Directors and OfficersS-1/A7/09/201810.9
10.10†Lease Agreement, dated as of September 9, 2022, by and between San Diego 1 LLC and the Registrant10-Q11/14/202210.1
10.11First Amendment to Lease, dated December 8, 2023, to the Lease Agreement, dated as of September 9, 2022, by and between San Diego 1 LLC and the Registrant10-K2/28/202410.14
10.12#Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan and Form of Stock Option Agreement thereunder8-K12/23/202110.1
10.13#Amendment to the Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan10-Q11/14/202210.3
10.14#Amendment No. 2 to the Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan10-K2/28/202310.19
10.15#Amendment No. 3 to the Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan10-Q11/7/202310.1
10.16#Amendment No. 4 to the Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan10-K2/27/202510.19
10.18#Form of restricted stock unit agreement under Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan10-K3/30/202210.17
10.19#Crinetics Pharmaceuticals, Inc. Excess Deferral Plan Adoption Agreement10-Q5/9/202410.1
10.20#Amended and Restated Employment Agreement, effective as of May 22, 2018, by and between Stephen Betz and the Registrant10-K3/30/202210.18
10.21#Employment Agreement, effective as of September 13, 2021, by and between Jeff Knight and the Registrant10-K3/30/202210.19
10.22#Consulting Agreement, effective as of April 1, 2025, between Crinetics Pharmaceuticals, Inc. and Marc Wilson8-K04/04/202510.1
10.23†#Employment Agreement, effective as of February 21, 2025, between Crinetics Pharmaceuticals, Inc. and Tobin Schilke10-Q05/08/202510.2
10.24#Transition and Separation Agreement, dated as of December 16, 2025, between Crinetics Pharmaceuticals, Inc. and Dana Pizzuti8-K12/17/202510.2
10.25#Advisor Agreement, dated December 16, 2025, between Crinetics Pharmaceuticals, Inc. and Dana Pizzuti8-K12/17/202510.2
10.26#Employment Agreement, effective December 16, 2024, by and between Isabel Kalofonos and the Registrant10-K2/27/202510.27
10.27#Sales Agreement, dated June 21, 2024, by and among Crinetics Pharmaceuticals, Inc., Leerink Partners LLC and Cantor Fitzgerald & Co.8-K6/21/20241.1
10.28#Registration Rights Agreement, dated February 27, 2024, by and among Crinetics Pharmaceuticals, Inc. and the persons party thereto.8-K3/1/202410.2
10.29†License Agreement, dated as of February 25, 2022, by and between Sanwa Kagaku Kenkyusho Co., Ltd. and the Registrant10-Q5/12/202210.2
19Insider Trading Compliance PolicyX
23.1Consent of BDO USA, P.C., independent registered public accounting firmX
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2*Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97#Clawback Policy10-K2/28/202497
101.INSINLINE XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tagsX
101.SCHINLINE XBRL Taxonomy Extension Schema DocumentX
101.CALINLINE XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFINLINE XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABINLINE XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREINLINE XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X

†Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv).

#Indicates management contract or compensatory plan.

*These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350 and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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