FULLTEXT DEL 1 AV 3
10-Q – 2025-11-05 – rvmd-20250930.htm
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rvmd:ExpectedSharesToBePurchasedUnderESPPMember 2024-01-01 2024-09-30 xbrli:pure rvmd:Segment utr:sqft rvmd:Vote xbrli:shares iso4217:USD xbrli:shares rvmd:Tranche iso4217:USD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-39219 Revolution Medicines, Inc. (Exact name of registrant as specified in its charter) Delaware 47-2029180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 700 Saginaw Drive Redwood City , CA 94063 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 481-6801 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock $0.0001 Par Value per Share RVMD The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Warrants to purchase 0.1112 shares of common stock expiring 2026 RVMDW The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of October 31, 2025, the registrant had 193,319,805 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents Page Special Note Regarding Forward Looking Statements ii PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements (unaudited) 1 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations and Comprehensive Loss 2 Condensed Consolidated Statements of Stockholders’ Equit y 3 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II. OTHER INFORMATION 32 Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 81 Item 3. Defaults Upon Senior Securities 81 Item 4. Mine Safety Disclosures 81 Item 5. Other Information 81 Item 6. Exhibits 82 Signatures 83 i SPECIAL NOTE REG ARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about: • the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials; • the scope, progress, results and costs related to the research and development of our pipeline; • the timing of and costs involved in obtaining and maintaining regulatory approval for any of current or future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate; • our expectations regarding the potential market size and size of the potential patient populations for our product candidates and any future product candidates, if approved for commercial use; • our ability to maintain and establish new collaborations, licensing or other arrangements and the financial terms of any such agreements; • our commercialization, marketing and manufacturing capabilities and expectations; • the rate and degree of market acceptance of our product candidates, as well as the pricing and reimbursement of our product candidates, if approved; • the implementation of our business model and strategic plans for our business, product candidates and technology, including additional indications for which we may pursue; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected term of patent protection; • our expectations regarding our ability to obtain, maintain, enforce and defend our intellectual property protection for our product candidates; • estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital; • developments and projections relating to our competitors and our industry, including competing therapies and procedures; • regulatory and legal developments in the United States and foreign countries; • the performance of our third-party suppliers and manufacturers; • our ability to attract and retain key scientific or management personnel; and • other risks and uncertainties, including those listed under the caption “Risk Factors.” ii We have based these forward-looking statements largely on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.revmed.com), Securities and Exchange Commission (SEC) filings, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with our members and public about our company, our products and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. iii PART I—FINANCI AL INFORMATION Item 1. Financi al Statements. REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED B ALANCE SHEETS (in thousands, except share and per share data) (unaudited) September 30, December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 217,442 $ 543,064 Marketable securities 1,714,066 1,746,235 Prepaid expenses and other current assets 45,981 38,333 Total current assets 1,977,489 2,327,632 Property and equipment, net 32,926 24,289 Operating lease right-of-use asset 134,450 117,534 Intangible assets, net 55,869 56,670 Goodwill 14,608 14,608 Restricted cash 4,858 3,698 Long-term deposits 16,851 12,128 Other noncurrent assets 14,869 1,742 Total assets $ 2,251,920 $ 2,558,301 Liabilities and stockholdersʼ equity Current liabilities: Accounts payable $ 74,849 $ 54,427 Accrued expenses and other current liabilities 154,447 96,615 Operating lease liability, current 16,326 12,872 Total current liabilities 245,622 163,914 Deferred tax liability 2,353 2,353 Operating lease liability, noncurrent 142,135 122,971 Liability related to the sale of future royalties 256,509 — Warrant liability 5,918 3,189 Other noncurrent liabilities 2,479 670 Total liabilities 655,016 293,097 Commitments and contingencies (Note 7) Stockholdersʼ equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively; none issued and outstanding at September 30, 2025 and December 31, 2024, respectively — — Common stock, $ 0.0001 par value; 300,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 189,710,951 and 185,896,625 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 18 18 Additional paid-in capital 4,097,980 4,001,666 Accumulated other comprehensive income 3,116 1,321 Accumulated deficit ( 2,504,210 ) ( 1,737,801 ) Total stockholdersʼ equity 1,596,904 2,265,204 Total liabilities and stockholdersʼ equity $ 2,251,920 $ 2,558,301 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEM ENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating expenses: Research and development $ 262,506 $ 151,752 $ 692,389 $ 404,129 General and administrative 52,763 23,960 128,354 69,085 Total operating expenses 315,269 175,712 820,743 473,214 Loss from operations ( 315,269 ) ( 175,712 ) ( 820,743 ) ( 473,214 ) Non-operating income (expense): Interest income 22,083 20,411 69,402 65,658 Interest expense ( 11,428 ) — ( 12,295 ) — Change in fair value of warrant liabilities and contingent earn-out shares ( 592 ) ( 1,269 ) ( 2,731 ) 4,543 Other income (expense), net — 282 ( 42 ) ( 2,511 ) Total non-operating income, net 10,063 19,424 54,334 67,690 Loss before income taxes ( 305,206 ) ( 156,288 ) ( 766,409 ) ( 405,524 ) Net loss $ ( 305,206 ) $ ( 156,288 ) $ ( 766,409 ) $ ( 405,524 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 1.61 ) $ ( 0.94 ) $ ( 4.06 ) $ ( 2.45 ) Weighted-average common shares used to compute net loss per share, basic and diluted 189,231,562 166,843,984 188,657,560 165,576,333 Comprehensive loss: Net loss $ ( 305,206 ) $ ( 156,288 ) $ ( 766,409 ) $ ( 405,524 ) Other comprehensive gain: Unrealized gain on investments, net 1,814 5,675 1,795 3,268 Comprehensive loss $ ( 303,392 ) $ ( 150,613 ) $ ( 764,614 ) $ ( 402,256 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholdersʼ Shares Amount Capital Income/ (Loss) Deficit Equity Balance at December 31, 2024 185,896,625 $ 18 $ 4,001,666 $ 1,321 $ ( 1,737,801 ) $ 2,265,204 Issuance of common stock pursuant to stock option exercises 90,043 — 891 — — 891 Issuance of common stock related to vesting of restricted stock units 271,536 — — — — — Exercise of warrants 2 — 1 — — 1 Stock-based compensation expense — — 25,084 — — 25,084 Net unrealized gain on marketable securities — — — 386 — 386 Net loss — — — — ( 213,416 ) ( 213,416 ) Balance at March 31, 2025 186,258,206 18 4,027,642 1,707 ( 1,951,217 ) 2,078,150 Issuance of common stock pursuant to stock option exercises 121,103 — 1,937 — — 1,937 Issuance of common stock related to vesting of restricted stock units 361,975 — — — — — Issuance of common stock related to employee stock purchase plan 159,984 — 4,644 — — 4,644 Stock-based compensation expense — — 28,830 — — 28,830 Net unrealized loss on marketable securities — — — ( 405 ) — ( 405 ) Net loss — — — — ( 247,787 ) ( 247,787 ) Balance at June 30, 2025 186,901,268 18 4,063,053 1,302 ( 2,199,004 ) 1,865,369 Issuance of common stock pursuant to stock option exercises 290,805 — 4,145 — — 4,145 Issuance of common stock related to vesting of restricted stock units 344,956 — — — — — Exercise of warrants 11 — 3 — — 3 Issuance of common stock pursuant to exercise of prefunded warrants 2,173,911 — — — — — Stock-based compensation expense — — 30,779 — — 30,779 Net unrealized gain on marketable securities — — — 1,814 — 1,814 Net loss — — — — ( 305,206 ) ( 305,206 ) Balance at September 30, 2025 189,710,951 $ 18 $ 4,097,980 $ 3,116 $ ( 2,504,210 ) $ 1,596,904 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholdersʼ Shares Amount Capital Loss Deficit Equity Balance at December 31, 2023 164,674,594 $ 16 $ 2,963,342 $ 544 $ ( 1,137,708 ) $ 1,826,194 Issuance of common stock pursuant to stock option exercises 73,342 — 810 — — 810 Issuance of common stock related to vesting of restricted stock units 165,078 — — — — — Stock-based compensation expense — — 16,208 — — 16,208 Net unrealized loss on marketable securities — — — ( 1,742 ) — ( 1,742 ) Net loss — — — — ( 116,003 ) ( 116,003 ) Balance at March 31, 2024 164,913,014 16 2,980,360 ( 1,198 ) ( 1,253,711 ) 1,725,467 Issuance of common stock pursuant to stock option exercises 238,793 — 4,340 — — 4,340 Issuance of common stock related to vesting of restricted stock units 303,953 — — — — — Issuance of common stock related to employee stock purchase plan 190,748 — 3,164 — — 3,164 Stock-based compensation expense — — 19,775 — — 19,775 Net unrealized loss on marketable securities — — — ( 665 ) — ( 665 ) Net loss — — — — ( 133,233 ) ( 133,233 ) Balance at June 30, 2024 165,646,508 16 3,007,639 ( 1,863 ) ( 1,386,944 ) 1,618,848 Issuance of common stock pursuant to stock option exercises 218,318 — 3,001 — — 3,001 Issuance of common stock related to vesting of restricted stock units 255,934 — — — — — Issuance of common stock upon at-the-market offering 1,627,576 — 74,293 — — 74,293 Stock-based compensation expense — — 20,775 — — 20,775 Net unrealized gain on marketable securities — — — 5,675 — 5,675 Net loss — — — — ( 156,288 ) ( 156,288 ) Balance at September 30, 2024 167,748,336 $ 16 $ 3,105,708 $ 3,812 $ ( 1,543,232 ) $ 1,566,304 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities Net loss $ ( 766,409 ) $ ( 405,524 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on disposal of fixed assets 32 318 Amortization of intangible assets 801 802 Stock-based compensation expense 84,693 56,758 Depreciation and amortization 5,513 4,824 Change in fair value of warrant liabilities and contingent earn-out shares 2,731 ( 4,543 ) Non-cash interest expense on liability related to sale of future royalties 12,294 — Net amortization of premium or discount on marketable securities ( 23,277 ) ( 35,739 ) Amortization of operating lease right-of-use asset 5,542 2,811 Impairment of assets — 2,761 Changes in operating assets and liabilities: Accounts receivable — 1,254 Prepaid expenses and other current assets ( 6,290 ) ( 4,586 ) Accounts payable 20,036 ( 35,828 ) Accrued expenses and other current liabilities 57,663 3,687 Operating lease liability ( 1,198 ) ( 1,238 ) Long-term deposits ( 4,723 ) ( 5,078 ) Other noncurrent assets ( 12,718 ) ( 805 ) Other noncurrent liabilities 1,807 980 Net cash used in operating activities ( 623,503 ) ( 419,146 ) Cash flows from investing activities Purchases of marketable securities ( 1,498,365 ) ( 1,441,413 ) Maturities of marketable securities 1,549,222 1,289,008 Sales of marketable securities 6,384 — Purchases of property and equipment ( 14,065 ) ( 9,086 ) Net cash provided by (used in) investing activities 43,176 ( 161,491 ) Cash flows from financing activities Proceeds from issuance of common stock upon at-the-market offering, net of issuance costs — 74,293 Proceeds from issuance of common stock under equity incentive plans 6,973 8,151 Proceeds from issuance of common stock related to employee stock purchase plan 4,644 3,164 Proceeds from the sale of future royalties 244,215 — Exercise of warrants 4 — Deferred offering costs 29 — Net cash provided by financing activities 255,865 85,608 Net decrease in cash, cash equivalents and restricted cash ( 324,462 ) ( 495,029 ) Cash, cash equivalents and restricted cash - beginning of period 546,762 699,179 Cash, cash equivalents and restricted cash - end of period $ 222,300 $ 204,150 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Cash and cash equivalents 217,442 201,262 Restricted cash 4,858 2,888 Cash, cash equivalents and restricted cash - end of period $ 222,300 $ 204,150 Supplemental disclosure of non-cash investing and financing activities Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities $ 1,422 $ 616 Right-of-use assets obtained in exchange for operating lease liabilities 22,458 — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 REVOLUTION MEDICINES, INC. Notes to Unaudited Condensed Co nsolidated Financial Statements 1. Organization Revolution Medicines, Inc. (the Company) is a clinical-stage precision oncology company developing novel targeted therapies for RAS-addicted cancers. The Company was founded in October 2014 and is headquartered in Redwood City, California. Liquidity The Company has incurred net operating losses in each year since inception. As of September 30, 2025, the Company had an accumulated deficit of $ 2.5 billion . Management believes that its existing cash, cash equivalents and marketable securities will enable the Company to fund its planned operations for at least 12 months following the issuance date of these unaudited condensed consolidated financial statements. 2. Summary of significant accounting policies Basis of presentation The unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) and applicable rules of the Securities and Exchange Commission (SEC) regarding interim financial reporting and, in the opinion of management, include all normal and recurring adjustments which are necessary to state fairly the Company’s financial position and results of operations for the reported periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025 (the 2024 Form 10-K). Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The unaudited condensed consolidated financial statements for the periods ended September 30, 2025 and September 30, 2024 include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including the fair value of assets acquired and liabilities assumed and related purchase price allocation, revenue recognition, clinical accruals, valuation of in-process research and development and developed technologies, income taxes, useful lives of property and equipment and intangible assets, impairment of goodwill and intangibles, impairment of in-process research and development and developed technologies, the incremental borrowing rate for determining operating lease assets and liabilities, warrant liabilities, stock-based compensation, the liability related to the sale of future royalties including the estimation of future payments and the related non-cash interest expense. Estimates are based on historical experience, complex judgments, facts and circumstances available at the time and various other assumptions that are believed to be reasonable under the circumstances but are inherently uncertain and unpredictable. Actual results could materially differ from the Company’s estimates, and there may be changes to the estimates in future periods . Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its bank deposits and issuers of its investments. The Company’s investment policy limits investments to money market funds, certain types of debt securities issued by the U.S. government and its agencies, certificates of deposit, corporate debt and commercial paper, and places restrictions on the credit ratings, maturities and concentration by type and issuer. The Company has not experienced any significant losses on its deposits of cash and cash equivalents or investments. Liability related to the sale of future royalties The Company accounts for the revenue participation right purchase and sale agreement with Royalty Pharma Investments 2019 ICAV (Royalty Pharma), pursuant to which Royalty Pharma purchased the right to receive tiered royalty payments with respect to worldwide net product sales of (i) the Company’s RAS(ON) multi-selective inhibitor, daraxonrasib (together with certain potential future products having the same mechanism of action as daraxonrasib, collectively, RMC-6236 Products) and (ii) the Company’s RAS(ON) 6 G12D-selective inhibitor, zoldonrasib (together with certain potential future products having the same mechanism of action as zoldonrasib, RMC-9805 Products), if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved, as a debt financing under ASC Topic 470, Debt (ASC 470) to be amortized over the estimated life of the royalty term arrangement using the effective interest method. Non-cash interest expense is recognized in the consolidated statements of operations as a component of interest expense. The liability related to the sale of future royalties and the related interest expense is based on the Company’s current estimates of future royalties. These estimates involve significant judgment and are based on a number of factors, including expected commercial launch timelines, regulatory approval probabilities, and projected net product sales over the term of the purchase and sale agreement. These assumptions are subject to change and are reassessed each reporting period. As none of our compounds have been commercialized, these estimates are highly subjective. For additional information regarding the Royalty Purchase Agreement (including information regarding the trigger events related to particular tranches and the applicable tiered revenue payments), see “Note 8. Liability related to the sale of future royalties”. Segment reporting The Company determines its operating segments based on how the chief operating decision maker (CODM) views and analyzes the segment’s operations and performance and allocates resources. The President and Chief Executive Officer is the CODM. The CODM utilizes net loss as the measure of segment profit or loss. The Company has one operating and reportable segment. The Company’s CODM manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The CODM assesses performance for and decides how to allocate resources based on the company’s cash and investment balance, periodic changes in cash and investments, and net loss, all of which are reported on the company’s consolidated balance sheets, statements of operations and/or statements of cash flows. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. All of the Company’s long-lived assets are located in the United States. In addition to the significant expense categories included within consolidated net loss presented on the Company’s condensed consolidated statements of operations, see below for disaggregated amounts that comprise research and development expenses: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) (in thousands) Third-party research and development expenses (a) $ 170,002 $ 95,583 $ 446,882 $ 246,508 Salaries and other employee-related expenses 46,883 27,390 125,247 78,304 Stock-based compensation expense 20,339 13,369 55,844 36,389 Amortization of intangible assets 267 267 801 801 Other research and development costs 25,015 15,143 63,615 42,127 Total research and development expense $ 262,506 $ 151,752 $ 692,389 $ 404,129 (a) Third-party research and development expenses are comprised primarily of external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on the Company’s behalf and consultants; costs related to the production of preclinical, clinical and pre-launch materials, including fees paid to contract manufacturers; and laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), under its ASC or other standard setting bodies, and adopted by the Company as of the specified effective date. No new pronouncements have been adopted by the Company for the three and nine months ended September 30, 2025. Recently announced accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 relates to rate reconciliation and income taxes paid disclosures. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early application is permitted. The Company will be adopting the standard for the year ended December 31, 2025. The Company is currently evaluating the standard and does not expect it to have a material impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as 7 well as disclosures about selling expenses. The guidance is effective for public business entities for fiscal years (clarified as annual reporting periods by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures Subtopic 220-40 issued in January 2025) beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company is currently evaluating the impact of the standard on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software. The new guidance amends the existing standard that refers to various stages of a software development project to align better with current software development methods. The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis. The Company is currently evaluating the impact of the standard on the Company’s consolidated financial statements. 3. Fair value measurements The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, marketable securities, accounts payable and accrued expenses and other current liabilities approximate fair value due to their relatively short maturities and market interest rates, if applicable. For more information, refer to “Note 4. Available-for-sale-securities” regarding the fair value of the Company’s available-for-sale securities. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 8 The following table presents information about the Company’s financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation: September 30, 2025 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 185,582 $ 185,582 $ — $ — Commercial paper 127,475 — 127,475 — Certificates of deposit 2,585 — 2,585 — U.S. government and agency securities 707,513 — 707,513 — Corporate bonds 908,877 — 908,877 — Total $ 1,932,032 $ 185,582 $ 1,746,450 $ — Liabilities: Warrant liabilities 5,918 3,312 2,606 — Total $ 5,918 $ 3,312 $ 2,606 $ — December 31, 2024 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 409,233 $ 409,233 $ — $ — Commercial paper 245,658 — 245,658 — Certificates of deposit 9,048 — 9,048 — U.S. government and agency securities 1,051,754 — 1,051,754 — Corporate bonds 571,654 — 571,654 — Total $ 2,287,347 $ 409,233 $ 1,878,114 $ — Liabilities: Warrant liabilities 3,189 1,784 1,405 — Total $ 3,189 $ 1,784 $ 1,405 $ — Money market funds are measured at fair value on a recurring basis using quoted prices. U.S. government debt securities, government agency bonds, certificates of deposit, commercial paper and corporate bonds are measured at fair value, which is derived from independent pricing sources based on quoted prices in active markets for similar securities. 9 There were no transfers between Levels 1, 2 or 3 for any of the periods presented. The fair value of the warrant liabilities was based on observable listed prices for such warrants. The fair value of the public warrants is categorized as Level 1. The fair value of the private warrants is categorized as Level 2 as they are equivalent to the public warrants as they have substantially the same terms; however, they are not actively traded. 4. Available-for-sale securities The following tables summarize the amortized cost and estimated fair value of the Company’s available-for-sale marketable securities and cash equivalents and the gross unrealized gains and losses: September 30, 2025 Gross Gross Amortized unrealized unrealized Estimated cost gain loss fair value (in thousands) Marketable securities: Commercial paper $ 105,046 $ 20 $ ( 12 ) $ 105,054 Certificates of deposit 2,584 1 — 2,585 U.S. government and agency securities 697,616 1,229 ( 34 ) 698,811 Corporate bonds 905,707 1,946 ( 37 ) 907,616 Total marketable securities 1,710,953 3,196 ( 83 ) 1,714,066 Cash equivalents: Money market funds 185,582 — — 185,582 Commercial paper 22,422 — ( 1 ) 22,421 U.S. government and agency securities 8,698 4 — 8,702 Corporate bonds 1,261 — — 1,261 Total cash equivalents 217,963 4 ( 1 ) 217,966 Total available-for-sale securities $ 1,928,916 $ 3,200 $ ( 84 ) $ 1,932,032 December 31, 2024 Gross Gross Amortized unrealized unrealized Estimated cost gain loss fair value (in thousands) Marketable securities: Commercial paper $ 158,838 $ 72 $ ( 17 ) $ 158,893 Certificates of deposit 9,039 10 ( 1 ) 9,048 U.S. government and agency securities 1,011,019 1,123 ( 382 ) 1,011,760 Corporate bonds 566,008 657 ( 131 ) 566,534 Total marketable securities 1,744,904 1,862 ( 531 ) 1,746,235 Cash equivalents: Money market funds 409,233 — — 409,233 Commercial paper 86,778 — ( 13 ) 86,765 U.S. government and agency securities 39,991 4 ( 1 ) 39,994 Corporate bonds 5,120 — — 5,120 Total cash equivalents 541,122 4 ( 14 ) 541,112 Total available-for-sale securities $ 2,286,026 $ 1,866 $ ( 545 ) $ 2,287,347 10 The amortized cost and estimated fair value of the Company’s available-for-sale securities by contractual maturity are summarized below as of September 30, 2025: September 30, 2025 Gross Gross Amortized unrealized unrealized Estimated cost gain loss fair value (in thousands) Mature in one year or less $ 1,428,711 $ 1,935 $ ( 61 ) $ 1,430,585 Mature after one year through two years 500,205 1,265 ( 23 ) 501,447 Total available-for-sale securities $ 1,928,916 $ 3,200 $ ( 84 ) $ 1,932,032 5. Balance sheet components Property and equipment, net Property and equipment, net consisted of the following: September 30, December 31, 2025 2024 (in thousands) Laboratory equipment $ 28,486 $ 25,192 Leasehold improvements 21,485 14,280 Computer equipment and software 7,346 5,046 Furniture and fixtures 1,955 1,200 Construction in progress 668 394 59,940 46,112 Less: accumulated depreciation and amortization ( 27,014 ) ( 21,823 ) Property and equipment, net $ 32,926 $ 24,289 Depreciation expense for property and equipment amounted to $ 2.0 million and $ 1.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.3 million and $ 4.8 million for the nine months ended September 30, 2025 and 2024, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2025 2024 (in thousands) Accrued compensation $ 31,783 $ 30,774 Accrued research and development 112,067 63,635 Accrued professional services 2,356 1,623 Other 8,241 583 Total accrued expenses and other current liabilities $ 154,447 $ 96,615 11 6. Intangible assets and goodwill Intangible assets, net Intangible assets, net consisted of the following as of September 30, 2025: Gross value Accumulated amortization Net book value Weighted- average remaining useful life (in thousands) (in years) In-process research and development — RAS Programs $ 55,800 $ — $ 55,800 n/a Developed technology — tri-complex platform 7,480 ( 7,411 ) 69 0.1 Total $ 63,280 $ ( 7,411 ) $ 55,869 Amortization expense for the three months ended September 30, 2025 and 2024 was $ 0.3 million and for the nine months ended September 30, 2025 and 2024 was $ 0.8 million . As of September 30, 2025, future amortization expense was as follows: Amount (in thousands) 2025 (remaining one month) $ 69 Total $ 69 Intangible assets, net consisted of the following as of December 31, 2024: Gross value Accumulated amortization Net book value Weighted- average remaining useful life (in thousands) (in years) In-process research and development — RAS Programs $ 55,800 $ — $ 55,800 n/a Developed technology — tri-complex platform 7,480 ( 6,610 ) 870 0.9 Total $ 63,280 $ ( 6,610 ) $ 56,670 Goodwill The following summarizes the change in the carrying value of goodwill for the three and nine months ended September 30, 2025: Amount (in thousands) Balance at December 31, 2024 $ 14,608 Adjustment — Balance at September 30, 2025 $ 14,608 No impairment had been recognized as of September 30, 2025 . Goodwill recorded is not deductible for income tax purposes. 7. Commitments and contingencies Leases In January 2015, as amended in September 2016, the Company entered into an operating lease for approximately 42,000 square feet of office, laboratory and research and development space located at 700 Saginaw Drive, Redwood City, California (the 700 Building). In April 2020, the Company amended the lease to lease an additional 19,000 square feet of office, laboratory and research and development space located at 300 Saginaw Drive, Redwood City, California (the 300 Building). In November 2021, the Company amended the lease to lease an additional 41,000 square feet of office, laboratory and research and development space located at 800 Saginaw Drive, Redwood City, California (the 800 Building). In March 2023, the Company amended the lease to lease an additional approximately 40,000 square feet of office, laboratory and research and development space located at 900 Saginaw Drive, Redwood 12 City, California (the 900 Building), and to extend the lease term through December 31, 2035. The Company obtained possession of the 900 Building in October 2023. In July 2024, the Company amended the lease to lease an additional approximately 43,000 square feet of office, laboratory and research and development space located at 500 Saginaw Drive, Redwood City, California (the 500 Building). In November 2024, the Company amended the lease to lease an additional approximately 46,961 square feet of office, laboratory and research and development space located at 600 Saginaw Drive, Redwood City, California (the 600 Building). The Company has the option to extend the lease for the Buildings for an additional ten years after December 31, 2035 . Additionally, in November 2024, the Company also entered into a sublease agreement pursuant to which approximately 23,481 square feet of office space located on the first floor of the 600 Building was subleased. The term of the sublease is through October 2027, with no options to extend. The sublease is accounted for as an operating lease. In July 2025, the Company amended the lease to lease an additional approximately 61,000 square feet of office, laboratory and research and development space located at 400 Saginaw Drive, Redwood City, California (the 400 Building). The Company has the option to extend the lease for an additional ten years after the first anniversary of the lease commencement date of the 400 Building. Additionally, in July 2025, the Company also entered into a sublease agreement pursuant to which approximately 35,000 - 44,000 square feet of office space located on the first floor of the 400 Building was subleased. The term of the sublease is through October 2026, with an option to extend through mutual agreement between the parties. The sublease is accounted for as an operating lease. The Company maintains letters of credit for the benefit of the landlord which are classified as restricted cash in the unaudited condensed consolidated balance sheets. Restricted cash related to letters of credit due to the landlord was $ 4.6 million as of September 30, 2025 and $ 3.7 million as of December 31, 2024. Through September 30, 2025, the landlord had provided the Company with $ 20.3 million in tenant improvement allowances, which were recognized as lease incentives. The lease incentives are being amortized as an offset to rent expense over the lease term in the unaudited condensed consolidated statements of operations and comprehensive loss. Upon the execution of the lease amendment in March 2023, which was deemed to be a lease modification, the Company re-evaluated the assumptions used during the lease amendment in November 2021. The Company determined the amendment consists of two separate contracts under ASC 842. One contract is related to a new right-of-use asset for the 900 Building, which is being accounted for as an operating lease, and the other is related to the modification of the lease term, as amended in November 2021, for the 700 Building, 300 Building and 800 Building. As a result, the Company recorded a right-of-use asset and a lease liability of $ 25.0 million for the 900 Building and an aggregate increase of $ 0.3 million to the right-of-use assets and lease liabilities for the 700 Building, 300 Building and 800 Building upon execution of the lease amendment. The Company is recognizing rent expense for the buildings on a straight-line basis through the remaining extended term of the lease. Upon the execution of the lease in July 2024, the Company determined that the contract is related to a new right-of-use asset for the 500 Building, which is being accounted for as an operating lease under ASC 842. Upon obtaining possession of the building in October 2024, the Company recorded a right-of-use asset of $ 18.2 million, a lease liability of $ 21.8 million and a lease receivable of $ 3.6 million for the 500 Building. The Company is recognizing rent expense for the building on a straight-line basis through the term of the lease. Upon the execution of the lease in November 2024, the Company determined that the contract is related to a new right-of-use asset for the 600 Building, which is being accounted for as an operating lease under ASC 842. The Company recorded a right-of-use asset and a lease liability of $ 26.3 million for the 600 Building. The Company is recognizing rent expense for the building on a straight-line basis through the remaining extended term of the lease. Upon the execution of the lease in July 2025, the Company determined that the contract is related to a new right-of-use asset for the 400 Building, which is being accounted for as an operating lease under ASC 842. The Company recorded a right-of-use asset of $ 22.4 million, a lease liability of $ 23.8 million and a lease receivable of $ 1.4 million for the 400 Building. The Company is recognizing rent expense for the building on a straight-line basis through the term of the lease. The balance sheet classification of the Company’s operating lease liabilities was as follows: September 30, December 31, 2025 2024 (in thousands) Operating lease liabilities: Operating lease liability – current $ 16,326 $ 12,872 Operating lease liability – noncurrent 142,135 122,971 Total operating lease liabilities $ 158,461 $ 135,843 The components of lease costs for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands): 13 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) (in thousands) Operating lease cost $ 5,548 $ 2,798 $ 14,633 $ 8,393 Less: Sublease income ( 629 ) — ( 2,507 ) — Total operating lease cost, net (1) $ 4,919 $ 2,798 $ 12,126 $ 8,393 (1) Net lease cost does not include short-term lease and variable lease costs, which were immaterial. As of September 30, 2025, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2025 (remaining three months) $ 5,855 2026 19,615 2027 20,210 2028 21,861 2029 22,626 Thereafter 153,353 Total undiscounted lease payments $ 243,520 Less: Imputed interest ( 74,329 ) Less: Lease receivable ( 10,730 ) Total operating lease liabilities $ 158,461 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate. The weighted-average discount rate used to determine the operating lease liability was 7.97 %. As of September 30, 2025 and December 31, 2024 , the weighted-average remaining lease term was 10.3 years and 11.0 years, respectively. Legal matters From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. The Company accrues for these matters when it is probable that losses will be incurred and these losses can be reasonably estimated. On December 9, 2024, Nemeth v. Casdin, et al., Case No. 2024-1268-KSJM (Del. Ch.), was filed in the Court of Chancery of the State of Delaware (the Complaint) arising from CM Life Sciences III., Inc.’s (CMLS III) December 17, 2021 merger with EQRx, Inc. (Legacy EQRx) (the Merger). The Complaint was filed by former stockholders of CMLS III and brings claims for breach of fiduciary duty and unjust enrichment against members of CMLS III’s board of directors, CMLS III’s officers, and CMLS III’s sponsor in connection with the Merger. The Complaint also brings claims for aiding and abetting breaches of fiduciary duties against certain investment firms involved with the merger process, the Company, solely as successor-in-interest to EQRx, and Legacy EQRx’s former Executive Chairman and CEO, Alexis Borisy, who is also on the Company’s board of directors. Defendants moved to dismiss the Complaint in February 2025. The parties reached an agreement in principle to resolve the matter, which remains subject to the execution of final documentation and court approval, and the Company has recorded an estimated accrual of $ 5.0 million in accrued and other current liabilities as of September 30, 2025, based on its expected contribution under the agreement and anticipated insurance recoveries. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is minimal. 14 Other The Company enters into agreements in the ordinary course of business with contract research organizations for clinical trials, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable at any time by the Company upon 30 to 90 days’ prior written notice. 8. Liability related to the sale of future royalties In June 2025, the Company entered into a revenue participation right purchase and sale agreement with Royalty Pharma Investments 2019 ICAV (the Royalty Purchase Agreement). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered revenue payments with respect to worldwide net product sales of (i) RMC-6236 Products and (ii) RMC-9805 Products, if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved (the Royalty Payments). In exchange for an upfront payment of $ 250.0 million, Royalty Pharma is entitled to receive Royalty Payments equal to 2.55 % of annual worldwide net sales up to $ 2.0 billion, 1.50 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 0.60 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion. The Royalty Purchase Agreement provides for up to an additional $ 1.0 billion of potential purchases of additional Royalty Payments if the following criteria are met: (i) an additional Royalty Payment from the Company in exchange for a payment from Royalty Pharma of $ 250.0 million, if, prior to January 1, 2028, there is a positive data readout from RASolute 302, the Company’s ongoing Phase 3 registrational trial in the second-line treatment of patients with metastatic pancreatic ductal adenocarcinoma (PDAC) showing that RMC-6236 meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of a New Drug Application to the U.S. Food and Drug Administration (FDA) on the basis of such readout or (B) the submission of a New Drug Application on the basis of such readout (Tranche 2) and (ii) in each case of the following, at the Company’s election, Royalty Pharma will purchase the rights to additional Royalty Payments in exchange for (x) a payment of up to $ 250.0 million, if, prior to July 1, 2028, RMC-6236 receives FDA approval for the second-line treatment of patients with metastatic PDAC (Tranche 3), (y) a payment of up to $ 250.0 million, if the Company meets a specified net sales milestone prior to January 1, 2029 (Tranche 4), and (z) payments of (1) up to $ 100.0 million, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the FDA accepts a New Drug Application (or a supplemental application or an amendment to an existing application) on the basis of such readout, and (2) a payment of up to the difference of (I) $ 250.0 million and (II) the purchase price of any Royalty Payments purchased pursuant to clause (z)(1) above, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of an application for marketing approval to the FDA, the European Medicines Agency (EMA) or the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) on the basis of such readout or (B) the submission of an application for marketing approval to the FDA, EMA or MHRA on the basis of such readout (Tranche 5). If Tranches 2 through 5 are all purchased in their entirety, Royalty Pharma would be entitled to receive total Royalty Payments equal to 7.80 % of annual worldwide net sales up to $ 2.0 billion, 4.55 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 2.40 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion. If the Company elects not to draw the full amount of any of the optional tranches, the associated royalty rates would be lower for each of the net sales tiers. Additionally, the Royalty Purchase Agreement provides for an upward adjustment to the Royalty Payment rates in the years from 2030 to 2041 in the event that annual net sales in the immediate prior year are below an agreed-upon threshold. The upward adjustment to the Royalty Payment rates applies only to the $ 0 to $ 2 billion annual net sales tier, and the adjusted total Royalty Payment rate for this tier remains in the single digits. Any upward adjustment will revert back to the original Royalty Payment rates in the event that Annual Net Sales are above a different agreed-upon threshold. The Company’s obligations under the Royalty Purchase Agreement will terminate upon the fifteenth anniversary of the first commercial sale of an RMC-6236 Product in the United States (or in the European Union for ex-U.S. sales). The Royalty Purchase Agreement contains customary representations, warranties and indemnities of the Company and Royalty Pharma, and customary covenants on the part of the Company. The Company has accounted for the Royalty Purchase Agreement as a debt financing, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The financing liability associated with the Royalty Payments and the related interest expense are measured based on our current estimate of the timing and amount of expected 15 future Royalty Payments expected to be paid over the estimated term of the Royalty Purchase Agreement. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the Royalty Purchase Agreement. The upfront $ 250.0 million received was recorded as a liability and measured at amortized cost. Debt issuance costs of $ 5.8 million were recorded as a direct deduction from the carrying amount of the liability and are amortized to interest expense using the effective interest method over the estimated term of the arrangement. The effective interest rate for the initial tranche was determined based on the Company’s projections of future Royalty Payments. The Company evaluates the estimated timing and amount of future Royalty Payments each reporting period and will revise the effective interest rate prospectively if those estimates change materially. The carrying value of the liability related to the sale of future royalties approximates fair value as of September 30, 2025 and is classified as either current or noncurrent based on the estimated timing of future Royalty Payments. The Company’s projections of future Royalty Payments are subject to significant estimation uncertainty and are based on various assumptions, including expected commercial launch timelines, regulatory approval probabilities, and projected net product sales over the term of the agreement. These inputs are considered to be Level 3 inputs in the fair value hierarchy, as they involve significant unobservable inputs and judgment. Changes in these assumptions could have a material impact on the effective interest rate. The following table shows the activity of the liability related to the sale of future royalties as of September 30, 2025: Amount (in thousands) Liability related to the sale of future royalties - beginning balance $ — Proceeds from the sale of future royalties 250,000 Issuance costs ( 5,785 ) Non-cash interest expense associated with the sale of future royalties 12,008 Amortization of issuance costs 286 Liability related to the sale of future royalties - ending balance $ 256,509 9. Term loan facility In June 2025, the Company entered into a senior secured term loan agreement with Royalty Pharma Development Funding, LLC, as a lender and Wilmington Trust, National Association, as administrative agent (the Loan Agreement). The Loan Agreement provides for up to $ 750.0 million in term loans, consisting of three tranches of $ 250.0 million each. The first tranche is required to be drawn in full by the Company within 45 days following receipt of FDA marketing approval for daraxonrasib for any indication related to metastatic PDAC, if such approval occurs on or before January 1, 2028, unless the Company has previously elected to terminate the Loan Agreement. The second and third tranches are optional and may be drawn in whole or in part upon achievement of specified commercial milestones prior to January 1, 2028. The maturity date of the facility is the earlier of (i) six years after the funding of the first tranche of term loans and (ii) December 31, 2032. The term loans bear interest at a floating rate equal to the three-month term SOFR (subject to a SOFR floor of 3.5 %) plus 5.75 %, payable on a quarterly basis. The Company is required to pay an upfront fee equal to 2.0 % of the applicable tranche of loans drawn on each funding date. There are no scheduled principal amortization payments prior to maturity. The Loan Agreement permits voluntary prepayment in full at any time, and also requires mandatory prepayment in connection with a change of control. Prepayments made prior to the second anniversary of the applicable funding date for the applicable tranche of loans are subject to a make-whole premium equal to the foregone interest through the second anniversary, as well as a prepayment premium of 3.00 %. Prepayments made on or after the second anniversary but before the third anniversary are subject to a 3.00 % prepayment premium, and prepayments made on or after the third anniversary are subject to a 1.00 % prepayment premium. No make-whole or prepayment premium is due if repayment occurs at maturity. The Loan Agreement contains customary affirmative and negative covenants on the part of the Company but does not include any financial covenants. The Loan Agreement provides an enumerated list of customary events of default whereby certain actions could be exercised against the Company (including, without limitation, (i) the acceleration of all amounts due under the Term Loan Facility; (ii) the application of default rate interest; (iii) the exercise of powers of attorney, voting proxies and other similar rights; (iv) the foreclosure and sale of property and assets and (v) other actions permitted to be taken by a secured creditor). The term loans are secured by a lien on substantially all of the Company’s assets. As of September 30, 2025 , no amounts had been drawn under the Loan Agreement, and no liability was recorded. 16 10. Common stock As of September 30, 2025 and December 31, 2024 , the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock, at a par value of $ 0.0001 per share. Each share of common stock is entitled to one vote . The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. As of September 30, 2025 , no dividends had been declared to date. As of September 30, 2025 , all of the pre-funded warrants have been converted into equity. The Company has reserved shares of common stock for future issuance as follows: September 30, December 31, 2025 2024 Outstanding options to purchase common stock 17,645,851 13,985,538 Unvested restricted stock units of common stock 3,842,541 2,850,112 Available for future issuance under the 2020 Incentive Award Plan 2,812,431 8,945,644 Available for issuance under the 2020 Employee Stock Purchase Plan 5,794,632 3,775,682 Pre-funded warrants issued and outstanding — 2,173,917 Total 30,095,455 31,730,893 11. Stock-based compensation 2020 Incentive Award Plan In February 2020, the Company adopted the 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan became effective on February 11, 2020. The 2020 Plan provides for a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents, or other stock or cash based awards. Under the 2020 Plan, the Company generally grants stock-based awards with service-based vesting conditions only. Options and restricted stock unit awards granted typically vest over a four-year period, but may be granted with different vesting terms. Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2014 Equity Incentive Plan (the 2014 Plan). However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2014 Plan that are forfeited or lapse unexercised and which following the effective date of the 2020 Plan were not issued under the 2014 Plan are available for issuance under the 2020 Plan. 2020 Employee Stock Purchase Plan In February 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the ESPP). Under the ESPP, employees have the ability to purchase shares of the Company’s common stock through payroll deductions at a discount during a series of offering periods of 24 months, each comprised of four six-month purchase periods. The purchase price will be the lower of 85 % of the closing trading price per share of the Company’s common stock on the first day of an offering period in which an employee is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period. For the three and nine months ended September 30, 2025, there were 159,984 shares of common stock purchased under the ESPP. As of September 30, 2025, a total of 5,794,632 shares of common stock were available for future issuance under the ESPP. As of September 30, 2025, there was $ 2.2 million of unrecognized compensation cost related to the ESPP. Stock options The following summarizes option activity under both the 2020 Plan and the 2014 Plan: Number of Shares underlying options Weighted- average exercise price Weighted- average remaining contractual term Aggregate intrinsic value (in years) (in thousands) Balance, December 31, 2024 13,985,538 $ 24.25 7.36 $ 276,335 Options granted 4,341,656 39.74 Options exercised ( 501,951 ) 13.89 Options cancelled and forfeited ( 179,392 ) 36.23 Balance, September 30, 2025 17,645,851 $ 28.23 7.32 $ 328,121 Options vested and exercisable as of September 30, 2025 9,512,669 $ 22.17 6.04 $ 233,427 17 As of September 30, 2025, there was $ 177.7 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.76 years. Restricted stock units Activity under the 2020 Plan with respect to the Company’s restricted stock units (RSUs) during the nine months ended September 30, 2025 was as follows: Number of Shares Weighted- average grant date fair value per share Weighted- average remaining contractual term Aggregate intrinsic value (in years) (in thousands) Balance, December 31, 2024 2,850,112 $ 30.87 1.49 $ 124,664 RSUs granted 2,084,659 39.73 RSUs vested ( 978,467 ) 29.99 RSUs forfeited ( 113,763 ) 34.33 Balance, September 30, 2025 3,842,541 $ 35.80 1.53 $ 179,447 Expected to vest as of September 30, 2025 3,842,541 $ 35.80 1.53 $ 179,447 The number of RSUs vested includes shares of common stock that the Company withheld to satisfy the minimum statutory tax withholding requirements. As of September 30, 2025, there was $ 129.2 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.89 years. Stock-based compensation expense Total stock-based compensation expense related to stock options, RSUs and the ESPP by function was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) (in thousands) Research and development $ 20,339 $ 13,369 $ 55,844 $ 36,389 General and administrative 10,440 7,406 28,849 20,369 Total $ 30,779 $ 20,775 $ 84,693 $ 56,758 12. Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 305,206 ) $ ( 156,288 ) $ ( 766,409 ) $ ( 405,524 ) Denominator: Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 189,231,562 166,843,984 188,657,560 165,576,333 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.61 ) $ ( 0.94 ) $ ( 4.06 ) $ ( 2.45 ) 18 The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect: As of September 30, 2025 2024 Options to purchase common stock 17,645,851 14,082,077 Unvested restricted stock units of common stock 3,842,541 2,967,439 Expected shares to be purchased under ESPP 547,185 349,428 Warrants outstanding 2,194,329 2,194,342 Earn-out shares — 973,976 Total 24,229,906 20,567,262 13. Subsequent events 2024 ATM Program In August 2024, the Company entered into a sales agreement with TD Securities (USA) LLC (f/k/a Cowen and Company LLC) (TD Cowen), to sell shares of our common stock, from time to time, through an at-the-market equity offering program (the 2024 ATM). In October 2025, the Company sold an aggregate of 3,521,018 shares of common stock under the 2024 ATM resulting in gross proceeds of $ 185.7 million. After deducting commissions and expenses of $ 2.8 million, net proceeds to the Company were $ 182.9 million. 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis. Overview We are a clinical-stage precision oncology company developing novel targeted therapies for RAS-addicted cancers. We possess sophisticated structure-based drug discovery capabilities built upon deep chemical biology and cancer pharmacology know-how and innovative, proprietary technologies that enable the creation of small molecules tailored to unconventional binding sites. Guided by our understanding of genetic drivers and adaptive resistance mechanisms in cancer, we deploy precision medicine approaches to inform innovative monotherapy and combination regimens. Our research and development pipeline comprises RAS(ON) inhibitors that bind directly to RAS variants, which we refer to as RAS(ON) Inhibitors, and RAS companion inhibitors that target key nodes in the RAS pathway or associated pathways. Our RAS(ON) Inhibitors are designed to be used as monotherapy, in combination with other RAS(ON) Inhibitors and/or RAS companion inhibitors or other therapeutic agents. RAS(ON) Inhibitors Our RAS(ON) Inhibitors are based on our proprietary tri-complex technology platform, which enables a highly differentiated approach to inhibiting the active, GTP-bound form of RAS, which we refer to as RAS(ON). We are developing a portfolio of compounds that we believe were the first RAS(ON) Inhibitors to use this mechanism of action. We believe that direct inhibitors of RAS(ON) suppress cell growth and survival and are less susceptible to adaptive resistance mechanisms recognized for RAS inhibitors that target the inactive, GDP-bound form of RAS, which we refer to as RAS(OFF) inhibitors. We are evaluating our RAS(ON) Inhibitors alone and in combination with other drugs and investigational drug candidates, particularly in pathway agents. We believe tailored RAS(ON) Inhibitors will be useful to serve the diverse landscape of RAS-addicted cancers optimally. We believe that in some cases, patients may experience maximal clinical benefit from the broad activity of our RAS(ON) multi-selective inhibitor, daraxonrasib (RMC-6236), if approved. In others, we believe treatment with a RAS(ON) mutant-selective inhibitor may be optimal. We further believe that in some cases, it could be beneficial to combine daraxonrasib with a RAS(ON) mutant-selective inhibitor, with daraxonrasib functioning as the backbone of these RAS(ON) Inhibitor doublets. In addition, we believe that in some cases, combination of our RAS(ON) Inhibitors with standard of care therapies, including immunotherapies, may be optimal. We are advancing a deep pipeline of RAS(ON) Inhibitors, including daraxonrasib, elironrasib (RMC-6291), our G12C-selective inhibitor, and zoldonrasib (RMC-9805), our G12D-selective inhibitor. Together, we consider these three clinical-stage candidates as the first wave of RAS(ON) Inhibitors that we are advancing through clinical development. We also currently plan to advance RMC-5127 (G12V) into clinical development. In addition, we have other preclinical-stage RAS(ON) Inhibitor clinical development opportunities, including the RAS(ON) mutant-selective inhibitors RMC-0708 (Q61H) and RMC-8839 (G13C). Daraxonrasib Daraxonrasib (RMC-6236), our RAS(ON) multi-selective inhibitor, is designed as an oral, RAS-selective tri-complex inhibitor of multiple RAS(ON) variants containing cancer driver mutations at all three of the major RAS mutation hotspot positions, G12, G13, and Q61. Daraxonrasib inhibits all three major RAS isoforms, suppressing the mutant cancer driver and cooperating wild-type RAS proteins. In October 2025, the U.S. Food and Drug Administration (FDA) granted us a non-transferrable voucher for daraxonrasib under the Commissioner’s National Priority Voucher (CNPV) pilot program. Also in October 2025, daraxonrasib was granted Orphan Drug Designation by the FDA for the treatment of pancreatic cancer. In June 2025, daraxonrasib received Breakthrough Therapy Designation from the FDA for previously treated metastatic pancreatic ductal adenocarcinoma (PDAC) in patients with KRAS G12 mutations. A global, randomized Phase 3 registrational trial of daraxonrasib in the second-line (2L) treatment of patients with metastatic PDAC, which we call the RASolute 302 study, is ongoing. In the RASolute 302 study, we are randomizing patients in a 1:1 ratio to receive either daraxonrasib at a dose of 300 mg daily or the investigator’s choice of chemotherapy. We are winding down enrollment globally for RASolute 302 as we near completion of enrollment at all U.S. and international sites and currently expect a clinical readout in 2026. 20 A global, randomized Phase 3 registrational trial comparing daraxonrasib versus docetaxel in patients with locally advanced or metastatic RAS-mutated non-small cell lung cancer (NSCLC) who have been treated with immunotherapy and platinum-containing chemotherapy, which we call the RASolve 301 study, is ongoing. In the RASolve 301 study, we are randomizing patients in a 1:1 ratio to receive either daraxonrasib at a dose of 200 mg daily or docetaxel at a dose of 75 mg/m2 every three weeks. A global, randomized Phase 3 registrational trial evaluating daraxonrasib as an adjuvant therapy for patients with resectable PDAC, which we call the RASolute 304 study, has been initiated. In the RASolute 304 study, patients with resectable PDAC who have received surgery and perioperative chemotherapy per standard of care are randomized in a 1:1 ratio either to observation or to receive daraxonrasib at a dose of 300 mg daily. We currently expect to initiate a global, randomized Phase 3 registrational trial comparing daraxonrasib with and without chemotherapy versus chemotherapy in patients with first-line (1L) metastatic PDAC, which we call the RASolute 303 study in the second half of 2025. We currently expect to initiate a global, randomized Phase 3 study of daraxonrasib in combination with pembrolizumab and chemotherapy in patients with 1L RAS mutant NSCLC in 2026. On September 10, 2025, we reported updated clinical safety, tolerability, and activity data for daraxonrasib from our first-in-human monotherapy study of daraxonrasib, which we refer to as the RMC-6236-001 study, in patients with previously treated RAS-mutant PDAC as of a data cutoff date of June 30, 2025. We believe these data support continued development of daraxonrasib in patients with RAS-mutant PDAC. Also on December 2, 2024, we reported clinical safety and tolerability data as of a data cutoff date of September 30, 2024 for daraxonrasib from the RMC-6236-001 study in patients with NSCLC with tumors harboring RAS mutations. We also reported clinical activity data as of a data cutoff date of September 30, 2024 for daraxonrasib from the RMC-6236-001 study in patients with NSCLC with tumors harboring RAS G12X mutations who had received one or two prior lines of therapy which must have included prior immunotherapy and platinum chemotherapy administered either concurrently or sequentially, but not docetaxel, a study population matching the planned RASolve 301 enrollees. We believe these data showed that daraxonrasib was generally well tolerated and demonstrated encouraging antitumor activity that supported our initiation of the RASolve 301 study. On September 10, 2025, we reported initial clinical safety, tolerability, and activity data for daraxonrasib from the RMC-6236-001 study for patients with treatment-naïve metastatic RAS-mutant PDAC, as of a data cutoff date of July 28, 2025. Also on September 10, 2025, we reported initial clinical safety, tolerability, and activity data for the combination of daraxonrasib at a dose of 200 mg daily with gemcitabine at a dose of 1000 mg/m 2 and of nab-paclitaxel at a dose of 125 mg/m 2 (GnP), with GnP administered every two weeks, from our Phase 1 RMC-GI-102 study (the RMC-GI-102 Study), for patients with metastatic RAS-mutant PDAC that were treated in the 1L setting, as of a data cutoff date of July 28, 2025. We believe these preliminary data observations from the RMC-6236 Study and RMC-GI-102 Study support the Company’s plans to initiate the RASolute 303 study. We expect to share updated data for daraxonrasib with and without GnP in patients with metastatic RAS-mutant PDAC that were treated in the 1L setting, including preliminary durability, in the first half of 2026. Based on our clinical and preclinical observations, we believe there is an opportunity to evaluate daraxonrasib combinations in earlier lines of therapy in multiple tumor types, and we are currently evaluating several exploratory combination regimens that include daraxonrasib in order to assess the potential for development in these settings. These combinations include daraxonrasib with pembrolizumab, daraxonrasib with elironrasib, daraxonrasib with zoldonrasib, daraxonrasib with standard of care chemotherapy agents, and daraxonrasib with vopimetostat (TNG462), a PRMT5 inhibitor. We are also planning a combination study of daraxonrasib with ivonescimab, a PD-1/VEGF bispecific antibody. On December 2, 2024, we disclosed initial clinical safety and tolerability data as of a data cutoff date of October 28, 2024 from our clinical study of the combination of daraxonrasib with pembrolizumab in patients with previously treated NSCLC, which we believe showed the combination was generally well tolerated with limited hepatotoxicity. On May 7, 2025, we disclosed clinical safety, tolerability and antitumor activity data as of a data cutoff date of February 10, 2025 from this study for patients with 1L NSCLC, which we believe showed that the combination of daraxonrasib with pembrolizumab, with or without chemotherapy, demonstrated acceptable tolerability and encouraging preliminary antitumor activity for this doublet in these patients. On December 2, 2024, we disclosed initial clinical safety, tolerability and activity data as of a data cutoff date of October 28, 2024 from our clinical study of the combination of daraxonrasib with elironrasib, which we believe showed the combination was generally well tolerated and provided initial proof-of-mechanism for a RAS(ON) inhibitor doublet in patients with colorectal cancer (CRC) who were previously treated with KRAS(OFF) G12C inhibitors. On May 7, 2025, we disclosed clinical safety, tolerability and activity data as of a data cutoff date of February 10, 2025 from this study in patients with 2L or later NSCLC who were previously treated with KRAS(OFF) G12C inhibitors, which we believe showed acceptable tolerability and encouraging preliminary antitumor activity in these patients. 21 We believe these preliminary data observations collectively support continued development of RAS(ON) inhibitor doublets in a broad range of tumor types and earlier lines of therapy, including patients with 1L KRAS G12C NSCLC. Elironrasib Elironrasib (RMC-6291) is designed as a RAS(ON) oral tri-complex G12C-selective inhibitor. It is designed to exhibit subnanomolar potency for suppressing RAS pathway signaling and growth of RAS G12C-bearing cancer cells and is engineered to be highly selective for RAS G12C over wild-type RAS and other cellular targets. Elironrasib is designed to be differentiated from first-generation KRAS(OFF) G12C inhibitors, which sequester the KRAS(OFF) G12C form, by its mechanism of directly inhibiting the RAS(ON) G12C form. In July 2025, elironrasib received Breakthrough Therapy Designation from the FDA for the treatment of adult patients with KRAS G12C-mutated locally advanced or metastatic NSCLC who have received prior chemotherapy and immunotherapy but have not been previously treated with a KRAS G12C inhibitor. On October 22, 2025, we reported clinical safety, tolerability and antitumor activity data for elironrasib in patients with KRAS G12C mutant NSCLC, who had received prior therapy with a KRAS(OFF) G12C inhibitor as of a data cutoff date of August 4, 2025. On May 7, 2025, we reported clinical safety, tolerability and antitumor activity data from our first-in-human monotherapy study of elironrasib in patients with solid tumors harboring RAS G12C mutations, which we refer to as the RMC-6291-001 study, as of a data cutoff date of April 7, 2025, for patients with previously treated NSCLC. We believe these data showed acceptable tolerability and encouraging preliminary antitumor activity in these patients. We are evaluating several exploratory combination regimens that include elironrasib in order to assess the potential for development in earlier lines of therapy. These combinations include elironrasib with pembrolizumab and, as referenced in the “ Daraxonrasib ” section above, elironrasib with daraxonrasib. We are also planning a combination study of elironrasib with both daraxonrasib and pembrolizumab and a combination study of elironrasib with ivonescimab. On December 2, 2024 and May 7, 2025, we disclosed clinical safety, tolerability and activity data for the combination of daraxonrasib with elironrasib, as referenced in the “ Daraxonrasib ” section above. On December 2, 2024, we disclosed clinical safety and tolerability data in patients with previously treated NSCLC as of a data cutoff date of October 28, 2024 for the combination of elironrasib with pembrolizumab, which we believe showed the combination was generally well tolerated with limited hepatotoxicity. On May 7, 2025, we disclosed clinical safety, tolerability and antitumor activity data as of a data cutoff date of February 10, 2025 from this study for patients with 1L NSCLC, which we believe showed that the combination demonstrated acceptable tolerability and encouraging preliminary antitumor activity in these patients. Zoldonrasib Zoldonrasib (RMC-9805) is designed as a RAS(ON) oral tri-complex G12D-selective inhibitor. It is designed to exhibit low nanomolar potency for suppressing RAS pathway signaling and growth of RAS G12D-bearing cancer cells and is engineered to covalently inactivate RAS G12D irreversibly. On October 25, 2024, we reported preliminary clinical safety, tolerability and activity data as of a data cutoff date of September 2, 2024 from our first-in-human monotherapy study of zoldonrasib in patients with previously treated solid tumors harboring KRAS G12D mutations, which we refer to as the RMC-9805-001 study. We believe these data showed acceptable tolerability and encouraging initial antitumor activity in patients with 2L or later PDAC. On May 7, 2025, we reported updated clinical safety and tolerability data from the RMC-9805-001 study at the candidate recommended Phase 2 dose of 1200 mg once daily (QD) as of a data cutoff date of December 2, 2024, which we believe showed acceptable tolerability. Also on May 7, 2025, we reported antitumor activity from the RMC-9805-001 study for patients with previously treated NSCLC at the 1200 mg QD dose as of a data cutoff date of December 2, 2024, which we believe showed encouraging initial antitumor activity in these patients. We believe that these data collectively support our ongoing development of zoldonrasib as a single agent and in combination with other therapies. These combinations include zoldonrasib with standard of care chemotherapy agents, zoldonrasib with vopimetostat (TNG462) and, as referenced in the “Daraxonrasib (RMC-6236)” section above, zoldonrasib with daraxonrasib. An exploratory combination study of zoldonrasib with daraxonrasib is ongoing and we expect to initiate a registration trial for zoldonrasib combination in patients with first line metastatic PDAC in the first half of 2026. We also currently expect to initiate one or more additional pivotal combination studies in 2026 that incorporate either zoldonrasib or elironrasib. We are also planning a combination study of zoldonrasib with ivonescimab. RMC-5127 RMC-5127 is designed as a RAS(ON) oral G12V-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS G12V-bearing cancer cells and is engineered for selective inhibition of RAS G12V over other RAS isoforms via non-covalent binding interactions. In April 2025, RMC-5127 was highlighted in a New Drugs on the Horizon 22 presentation at the American Association for Cancer Research (AACR) Annual Meeting. We currently expect to initiate a first-in-human dose escalation clinical trial of RMC-5127 in the first quarter of 2026. RMC-0708 RMC-0708 is designed as a RAS(ON) oral Q61H-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS Q61H-bearing cancer cells and is engineered for selective inhibition of RAS Q61H over other RAS isoforms via non-covalent binding interactions. Clinical development of RMC-0708 is subject to our continuing assessment of our portfolio priorities. RMC-8839 RMC-8839 is designed as a RAS(ON) oral G13C-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of KRAS G13C-bearing cancer cells and is engineered to covalently inactivate KRAS G13C for irreversible inhibition. Clinical development of RMC-8839 is subject to our continuing assessment of our portfolio priorities. Other Development Opportunities We have developed RAS companion inhibitors that are designed to suppress cooperating targets and pathways that sustain RAS-addicted cancers. These compounds include RMC-4630, which is designed as a potent and selective inhibitor of SHP2; RMC-5552, which is designed as a selective inhibitor of mTORC1 signaling in tumors; and RMC-5845, which is designed to target SOS1, a protein that plays a key role in converting RAS(OFF) to RAS(ON) in cells. Additional clinical development of our RAS companion inhibitors is subject to our continuing assessment of our portfolio priorities. We are also developing preclinical next-generation programs that are designed to sustain our innovation platform beyond our current development-stage assets. Collaborations Tango Collaboration In November 2024, we entered into a clinical trial collaboration and supply agreement with Tango Therapeutics, Inc. (Tango) pursuant to which Tango plans to sponsor clinical trials investigating its compound vopimetostat (TNG462), a PRMT5 inhibitor, with each of daraxonrasib and zoldonrasib (the Tango Collaboration Agreement). Under the Tango Collaboration Agreement, Tango is generally responsible for conducting the trials and all associated costs and expenses (other than the supply of our compounds), and we will supply our compounds. Each party will retain commercial rights to its respective compounds, and the agreement is mutually non-exclusive. Summit Collaboration In June 2025, we entered into a clinical collaboration with Summit Therapeutics, Inc. (Summit) pursuant to which we plan to evaluate the safety and efficacy in multiple solid tumor settings of our clinical-stage RAS(ON) inhibitors, including daraxonrasib, elironrasib and zoldonrasib, in combination with Summit’s ivonescimab, a PD-1/VEGF bispecific antibody. Under the terms of the agreement, Summit will supply ivonescimab for clinical research and we will be the study sponsor. Each company will retain commercial rights to their respective compounds, and the agreement is mutually non-exclusive. Aethon Collaboration In March 2024, we entered into a collaboration agreement with Aethon Therapeutics, Inc. (Aethon) pursuant to which Aethon is conducting research related to use of novel bispecific antibodies to mount an immune attack directed at the cancer cells targeted by our RAS(ON) Inhibitors (the Aethon Collaboration Agreement). Pursuant to the Aethon Collaboration Agreement, we agreed to reimburse Aethon for preclinical activities, and we have an option to conduct any clinical or commercial development that may arise from the collaboration. Break Through Cancer Collaboration In November 2024, we entered into a collaboration with Break Through Cancer. The collaboration is designed to assess biopsy samples taken from patients receiving daraxonrasib in the investigational setting, with the goal of identifying biomarkers that could predict tumor response and how cancer cells adapt to the therapy. We believe this approach has the potential to provide important insights into the complex interplay of tumor biology and daraxonrasib response. 23 Iambic Collaboration In May 2025, we entered into a collaboration with Iambic Therapeutics (Iambic), pursuant to which Iambic will use its artificial intelligence capabilities to generate customized models through training with our proprietary data. Our aim in this collaboration is to enhance our lead discovery and optimization processes directed against both current and new drug targets to enable continued development of our pipeline. Financial Operations Overview Research and development expenses We substantially rely on third parties to conduct our preclinical studies, clinical trials and manufacturing. We estimate research and development expenses based on estimates of services performed, and we rely on third party contractors and vendors to provide us with timely and accurate estimates of expenses of services performed to assist us in these estimates. Research and development expenses consist primarily of costs incurred for the development of our product candidates and costs associated with identifying compounds through our discovery platform, which include: • external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on our behalf and consultants; • costs related to the production of preclinical, clinical and pre-launch materials, including fees paid to contract manufacturers; • laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials; • employee-related expenses, which include salaries, benefits and stock-based compensation; and • facilities and other expenses, which include allocated expenses for rent and maintenance of facilities, depreciation and amortization expense, information technology and other supplies. We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors, collaborators and third-party service providers. Nonrefundable advance payments for goods or services to be received in future periods for use in research and development activities are deferred and recorded as prepaid assets. The prepaid amounts are then expensed as the related goods are delivered or as services are performed. We expect our research and development expenses to increase for the foreseeable future as we continue to invest in discovering and developing product candidates and advancing product candidates into later stages of development, which may include conducting larger clinical trials. The process of conducting the necessary research and development and clinical trials to seek regulatory approval for product candidates is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result, we are unable to determine the duration and completion costs of our research and development projects or clinical trials or if and to what extent we will generate revenue from the commercialization and sale of any of our product candidates, if approved. General and administrative expenses General and administrative expenses consist primarily of personnel-related costs, consultants and professional services expenses, including legal, audit, accounting and human resources services, insurance, commercial preparation activities, allocated facilities and information technology costs, and other general operating expenses not otherwise classified as research and development expenses. Personnel-related costs consist of salaries, benefits and stock-based compensation. Facilities costs consist of rent, utilities and maintenance of facilities. We expect our general and administrative expenses to increase for the foreseeable future due to anticipated increases in operating and commercial preparation activities, which may result in increases in personnel-related costs associated with increased headcount, other administrative and professional services, and related overhead needed to support these efforts. Interest income Interest income primarily consists of interest earned on and accretion of our cash equivalents and marketable securities. 24 Interest expense Interest expense consists of non-cash interest expense associated with the sale of future royalties. Other income (expense), net Other income (expense), net, consists of miscellaneous income and expenses unrelated to our core operations, including the impact of foreign currency exchange differences. Results of operations Comparison of the three and nine months ended September 30, 2025 and 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 Increase/ (decrease) 2025 2024 Increase/ (decrease) (in thousands) (in thousands) Operating expenses: Research and development $ 262,506 $ 151,752 $ 110,754 $ 692,389 $ 404,129 $ 288,260 General and administrative 52,763 23,960 28,803 128,354 69,085 59,269 Total operating expenses 315,269 175,712 139,557 820,743 473,214 347,529 Loss from operations (315,269 ) (175,712 ) (139,557 ) (820,743 ) (473,214 ) (347,529 ) Non-operating income (expense): Interest income 22,083 20,411 1,672 69,402 65,658 3,744 Interest expense (11,428 ) — (11,428 ) (12,295 ) — (12,295 ) Change in fair value of warrant liabilities and contingent earn-out shares (592 ) (1,269 ) 677 (2,731 ) 4,543 (7,274 ) Other income (expense), net — 282 (282 ) (42 ) (2,511 ) 2,469 Total non-operating income, net 10,063 19,424 (9,361 ) 54,334 67,690 (13,356 ) Loss before income taxes (305,206 ) (156,288 ) (148,918 ) (766,409 ) (405,524 ) (360,885 ) Net loss $ (305,206 ) $ (156,288 ) $ (148,918 ) $ (766,409 ) $ (405,524 ) $ (360,885 ) 25 Research and development expenses Our research and development efforts during the three and nine months ended September 30, 2025 and 2024 were focused on our clinical development programs and our preclinical programs. The following table sets forth the components of our research and development expenses for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 Increase/ (decrease) 2025 2024 Increase/ (decrease) (in thousands) Third-party research and development expenses: Clinical Development Programs: Daraxonrasib (RMC-6236) $ 91,493 $ 50,459 $ 41,034 $ 235,875 $ 107,559 $ 128,316 Zoldonrasib (RMC-9805) 30,875 13,177 17,698 78,858 39,970 38,888 Elironrasib (RMC-6291) 18,510 11,161 7,349 55,718 36,844 18,874 RAS companion inhibitors 31 1,978 (1,947 ) 529 5,888 (5,359 ) Preclinical programs 29,093 18,808 10,285 75,902 56,247 19,655 Total third-party research and development expenses 170,002 95,583 74,419 446,882 246,508 200,374 Salaries and other employee-related expenses 46,883 27,390 19,493 125,247 78,304 46,943 Stock-based compensation expense 20,339 13,369 6,970 55,844 36,389 19,455 Amortization of intangible assets 267 267 — 801 801 — Other research and development costs 25,015 15,143 9,872 63,615 42,127 21,488 Total research and development expense $ 262,506 $ 151,752 $ 110,754 $ 692,389 $ 404,129 $ 288,260 Research and development expenses increased by $110.8 million, or 73%, during the three months ended September 30, 2025 compared to the same period in 2024. The increase in research and development expenses during the three months ended September 30, 2025 was primarily due to a $41.0 million increase in daraxonrasib expenses, primarily attributable to higher clinical trial expenses; a $19.5 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $17.7 million increase in zoldonrasib expenses, primarily attributable to higher clinical trial and clinical supply manufacturing expenses; a $10.3 million increase in preclinical research portfolio expenses; a $9.9 million increase in other research and development costs as a result of higher rent, utilities and information technology expenses associated with increased headcount; a $7.3 million increase in elironrasib expenses, primarily attributable to higher clinical trial expenses; and a $7.0 million increase in stock-based compensation; partially offset by a $1.9 million decrease in RAS companion inhibitor program costs. Research and development expenses increased by $288.3 million, or 71%, during the nine months ended September 30, 2025 compared to the same period in 2024. The increase in research and development expenses during the nine months ended September 30, 2025 was primarily due to a $128.3 million increase in daraxonrasib expenses, primarily attributable to higher clinical trial expenses and manufacturing expenses for clinical and pre-commercial supply; a $46.9 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $38.9 million increase in zoldonrasib expenses, primarily attributable to higher clinical trial and clinical supply manufacturing expenses; a $21.5 million increase in other research and development costs as a result of higher rent, utilities and information technology expenses associated with increased headcount; a $19.7 million increase in preclinical research portfolio expenses; a $19.5 million increase in stock-based compensation; and a $18.9 million increase in elironrasib expenses, primarily attributable to higher clinical trial expenses; partially offset by a $5.4 million decrease in RAS companion inhibitor program costs. General and administrative expenses General and administrative expenses increased by $28.8 million, or 120%, during the three months ended September 30, 2025 compared to the same period in 2024. The increase in general and administrative expenses during the three months ended September 30, 2025 was primarily due to a $7.9 million increase in commercial preparation expenses; a $7.6 million increase in salaries and other employee-related expenses due to increased headcount; a $6.7 million increase in legal related expenses; a $3.0 million increase in stock-based compensation expense; and a $2.9 million increase in facilities and other allocated expenses as a result of higher rent, utilities and information technology expenses associated with increased headcount. General and administrative expenses increased by $59.3 million, or 86%, during the nine months ended September 30, 2025 compared to the same period in 2024. The increase in general and administrative expenses during the nine months ended September 30, 2025 was primarily due to a $17.2 million increase in salaries and other employee-related expenses due to increased headcount; a $17.0 million increase in commercial preparation expenses; an $8.5 million increase in stock-based compensation expense; and a $7.9 million increase in legal related expenses; and a $5.7 million increase in facilities and other allocated expenses as a result of higher rent, utilities and information technology expenses associated with increased headcount. 26 Interest income Interest income increased by $1.7 million during the three months ended September 30, 2025 compared to the same period in 2024 and increased by $3.7 million during the nine months ended September 30, 2025 compared to the same period in 2024 due to a larger cash, cash equivalents and marketable securities balance. Interest expense Interest expense increased by $11.4 million and $12.3 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 due to interest expense and issuance costs amortization under the Royalty Purchase Agreement. Other income (expense), net Other income (expense), net decreased by $0.2 million and increased by $2.4 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The increase for the nine months ended September 30, 2025 was primarily due to a $2.8 million impairment of a long term asset acquired as part of the EQRx Acquisition in the first quarter of 2024. One Big Beautiful Bill Act On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (the OBBBA), which includes provisions amending the corporate income tax code. For the three months ended September 30, 2025, no material effect of the OBBBA was recognized in our operating results, as the impact was offset by a valuation allowance. We will continue to monitor and assess the potential effects of the OBBBA on our financial position, results of operations, and cash flows. Liquidity and Capital Resources In November 2021, we entered into a sales agreement with TD Securities (USA) LLC (f/k/a Cowen and Company LLC) (TD Cowen), as amended in March 2024, to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $250 million, through an at-the-market equity offering program (the 2021 ATM). During the year ended December 31, 2024, we sold an aggregate of 1,294,050 shares of common stock under the 2021 ATM, resulting in gross proceeds of $60.8 million. In August 2024, we terminated the 2021 ATM and entered into a new sales agreement with TD Cowen to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $500 million, through an at-the-market equity offering program (the 2024 ATM). Through December 31, 2024, we have sold an aggregate of 1,147,893 shares of common stock under the 2024 ATM, resulting in gross proceeds of $60.4 million. During the nine months ended September 30, 2025, we did not sell any shares of common stock in ATM offerings. In October 2025, the Company sold an aggregate of 3,521,018 shares of common stock under the 2024 ATM resulting in gross proceeds of $185.7 million. In November 2023, we completed the acquisition (the EQRx Acquisition) of EQRx, Inc. (EQRx) and issued 54,786,528 shares of common stock in the transaction in which we received $1.1 billion in net cash, cash equivalents and marketable securities after deducting EQRx wind-down and transition costs. In December 2024, we issued and sold in an underwritten public offering (i) 16,576,088 shares of our common stock at a price to the public of $46.00 per share and (ii) pre-funded warrants to certain investors to purchase an aggregate of 2,173,917 shares of our common stock at a price of $45.9999 per pre-funded warrant. Each pre-funded warrant is exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Total net proceeds from the offering were $823.0 million, after deducting underwriting discounts and commissions of $38.8 million and expenses of $0.6 million. In June 2025, we entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, in exchange for an upfront payment of $250.0 million, Royalty Pharma purchased from us the right to receive royalty payments with respect to worldwide net product sales in a calendar year (Annual Net Sales) of (a) RMC-6236 Products and (b) RMC-9805 Products, if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved. In addition, under the Royalty Purchase Agreement, Royalty Pharma has agreed to purchase up to an additional $1.0 billion in synthetic royalty funding divided into four additional tranches of up to $250.0 million. Each of these tranches is subject to the satisfaction of certain triggers, and three of these tranches, or $750.0 million in the aggregate, are available at our election, provided the relevant trigger events have occurred. The Royalty Payments (if any) in respect of Annual Net Sales of RMC-6236 Products in the United States will end 15 years after the first commercial sale of an RMC-6236 Product in the United States. The Royalty Payments (if any) in respect of Annual Net Sales of RMC-9805 Products in the United States will end 15 years after the earlier to occur of (i) the date that an RMC-9805 Product is approved in an overlapping indication with an RMC-6236 Product in the United States and (ii) the first commercial sale of an 27 RMC-6236 Product in the United States. The Royalty Payments (if any) in respect of Annual Net Sales of RMC-6236 Products outside the United States will end 15 years after the first commercial sale of an RMC-6236 Product in the European Union. The Royalty Payments (if any) in respect of Annual Net Sales of the RMC-9805 Products outside the United States will end 15 years after the earlier to occur of (i) the date that an RMC-9805 Product is approved in an overlapping indication with an RMC-6236 Product by the European Medicines Agency and (ii) the first commercial sale of an RMC-6236 Product in the European Union. For additional information regarding the Royalty Purchase Agreement (including information regarding the trigger events related to particular tranches and the applicable tiered revenue payments), see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. In June 2025, we entered into a loan agreement (the Loan Agreement) with Wilmington Trust, National Association as administrative agent and Royalty Pharma Development Funding, LLC, as a lender. The Loan Agreement provides for a term loan facility of up to $750.0 million (the Term Loan Facility), consisting of three tranches, one of which must be drawn and the other two of which may be drawn at our option during certain commitment periods, subject to the satisfaction or waiver of certain terms and conditions. The Term Loan Facility matures on the earlier of (i) the six-year anniversary of the date on which the first tranche is funded, and (ii) December 31, 2032. The term loans bear interest at a floating per annum rate equal to (a) the three-month term SOFR (subject to a 3.5% floor), plus (b) 5.75%, payable on a quarterly basis. We are required to pay an upfront fee equal to 2.0% of the term loans drawn on each funding date. For additional information regarding the Term Loan Facility (including information regarding the terms and conditions related to the three tranches of funding), see “Note 9. Term loan facility” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. To date, our operations have been financed primarily by our public offerings of common stock, the EQRx Acquisition, the Royalty Purchase Agreement, and proceeds received under the Sanofi Agreement from June 2018 through June 2023 for upfront payments and for research and development cost reimbursement. As of September 30, 2025, we had $1.9 billion in cash, cash equivalents and marketable securities. As of September 30, 2025, we had an accumulated deficit of $2.5 billion. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our product candidates and our pre-clinical research portfolio, and to a lesser extent, general and administrative and commercial preparation expenditures. We expect our expenses to continue to increase in connection with our ongoing activities, particularly as we continue to advance our product candidates into later stages of development, which includes conducting larger clinical trials, and increasing our efforts to prepare to become a commercial-stage company. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our planned operations for at least 12 months following the date of this Quarterly Report on Form 10-Q. The timing and amount of our future funding requirements depends on many factors, including: • the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials; • the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization; • the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful; • the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale; • our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements; • the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; • the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved; • the emergence of competing cancer therapies or other adverse market developments; and • any plans to acquire or in-license other programs or technologies. 28 We will require substantial additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities, acquisitions, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. If we need to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to (i) delay, limit, reduce the scope of or terminate one or more of our preclinical studies, clinical trials, or other research and development activities or eliminate one or more of our development programs altogether; or (ii) delay, limit, reduce the scope of or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize any future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy. Cash Flows The following table summarizes our consolidated cash flows for the periods indicated: Nine Months Ended September 30, 2025 2024 (in thousands) Net cash provided by (used in): Operating activities $ (623,503 ) $ (419,146 ) Investing activities 43,176 (161,491 ) Financing activities 255,865 85,608 Net change in cash and cash equivalents $ (324,462 ) $ (495,029 ) Cash used in operating activities During the nine months ended September 30, 2025, cash used in operating activities of $623.5 million was attributable to a net loss of $766.4 million, offset by a net change of $54.6 million in our operating assets and liabilities and $88.3 million in non-cash charges. The change in operating assets and liabilities was primarily due to a $57.7 million increase in accrued expenses and other current liabilities, a $20.0 million increase in accounts payable and a $1.8 million increase in noncurrent liabilities, offset by a $12.7 million increase in other noncurrent assets, a $6.3 million increase in prepaid expenses and other current assets, a $4.7 million increase in long-term deposits and a $1.2 million decrease in operating lease liability. The non-cash charges primarily consisted of stock-based compensation expense of $84.7 million, a $12.3 million non-cash interest expense on liability related to sale of future royalties, depreciation and amortization of $6.3 million, amortization of operating lease right-of-use asset of $5.5 million and a $2.7 million change in fair value of warrant liability and offset by net amortization of premium on marketable securities of $23.3 million. During the nine months ended September 30, 2024, cash used in operating activities of $419.1 million was attributable to a net loss of $405.5 million, offset by a net change of $41.6 million in our operating assets and liabilities and $28.0 million in non-cash charges. The change in operating assets and liabilities was primarily due to a $35.8 million decrease in accounts payable; a $4.6 million increase in prepaid expenses and other current assets; a $5.1 million increase in long-term deposits; a $1.2 million decrease in operating lease liability offset by a $3.7 million decrease in accrued expenses and other current liabilities; and a $1.3 million decrease in accounts receivable. The non-cash charges primarily consisted of stock-based compensation expense of $56.8 million; depreciation and amortization of $5.6 million; a $2.8 million impairment of a long term asset acquired as part of the EQRx Acquisition; amortization of operating lease right-of-use asset of $2.8 million, offset by net amortization of premium on marketable securities of $35.7 million; and a $4.5 million change in fair value of warrant liabilities and contingent earn-out shares. Cash provided by (used in) investing activities During the nine months ended September 30, 2025, cash provided by investing activities of $43.2 million was comprised of maturities of marketable securities of $1.5 billion and sale of marketable securities of $6.4 million partially offset by purchases of marketable securities of $1.5 billion and purchases of property and equipment of $14.1 million. During the nine months ended September 30, 2024, cash used in investing activities of $161.5 million was comprised of maturities of marketable securities of $1.3 billion partially offset by purchases of marketable securities of $1.4 billion and purchases of property and equipment of $9.1 million. 29 Cash provided by financing activities During the nine months ended September 30, 2025, cash provided by financing activities comprised primarily of $244.2 million in proceeds from the sale of future royalties, $7.0 million in proceeds from the issuance of common stock upon the exercise of stock options and $4.6 million in proceeds from the issuance of common stock related to our 2020 Employee Stock Purchase Plan (the ESPP). During the nine months ended September 30, 2024, cash provided by financing activities comprised of $74.3 million in net proceeds from the issuance of common stock under the 2021 ATM and the 2024 ATM; $8.2 million in proceeds from the issuance of common stock upon the exercise of stock options; and $3.2 million in proceeds from the issuance of common stock related to our 2020 Employee Stock Purchase Plan (the ESPP). Contractual Obligations and Commitments We have contractual obligations related to our office and laboratory space lease in Redwood City, California, described in “Note 7. Commitments and contingencies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. We enter into agreements in the ordinary course of business with contract research organizations for clinical trials, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical studies and other services and products for operating purposes which are generally cancelable at any time by us upon 30 to 90 days prior written notice. In June 2025, the Company entered into the Royalty Purchase Agreement with Royalty Pharma. Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered royalty payments on worldwide net product sales of daraxonrasib and zoldonrasib, if zoldonrasib is approved for the same indication or subset of the same indication for which daraxonrasib is approved. For additional information regarding the Royalty Purchase Agreement, see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. Indemnification Agreements We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these arrangements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is minimal. Critical Accounting Policies, Significant Judgments and Use of Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a discussion of our critical accounting estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Form 10-K. There have been no material changes to these critical accounting estimates since the 2024 Form 10-K apart from the estimates for future royalties as described in “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. Recent accounting pronouncements For a description of the expected impact of recent accounting pronouncements, see “Note 2. Summary of significant accounting policies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. 30 Item 3. Quantitative and Qualitati ve Disclosures About Market Risk. Interest rate risk We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. To achieve our objectives, we maintain a portfolio of investments in a variety of securities of high credit quality and short-term duration, invested in compliance with our policy. We held cash, cash equivalents and marketable securities of $1.9 billion and $2.3 billion as of September 30, 2025 and December 31, 2024, respectively, which consisted of bank deposits, money market funds, U.S. government debt securities, U.S. government agency bonds, commercial paper and corporate bonds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations in interest income have not been significant for us. Due to the short-term maturities of our cash equivalents and marketable securities, an immediate one percent change in interest rates would not have a material effect on the fair value of our cash equivalents and marketable securities. Foreign currency risk Our expenses are generally denominated in U.S. dollars. However, we have entered into a limited number of contracts with vendors for research and development services with payments denominated in foreign currencies, including the Euro, British Pound and Chinese Yuan. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. A 10% increase or decrease in current exchange rates would not have a material effect on our financial results. Item 4. Control s and Procedures. Evaluation of disclosure controls and procedures Our management, with the participation of our President, Chief Executive Officer and Director and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2025. Based on the evaluation, our President, Chief Executive Officer and Director and our Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were, in design and operation, effective to the reasonable assurance level. Changes in internal control over financial reporting We have evaluated changes in our internal control over financial reporting during the three months ended September 30, 2025, to identify any change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In September 2025, we implemented a new accounting and financial reporting system. We have made changes to our internal control over financial reporting to address the related processes and system. We will continue to evaluate any further changes to our internal control over financial reporting as we expand and refine the use of this system over time. Inherent limitation on the effectiveness over financial reporting The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting. 31 PART II—OTHER INFORMATION Item 1. Legal Proceedings. From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors. Item 1A. Ri sk Factors. Summary of Material Risks Associated with Our Business The principal risks and uncertainties affecting our business include the following: • We are a clinical-stage precision oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability. • We have never generated revenue from product sales and may never be profitable. • We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts. • Our business is dependent on the successful development of our current and future product candidates. If we are unable to advance our current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any of our product candidates, or we experience significant delays in doing so, our business will be materially harmed. • Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize our product candidates on a timely basis or at all, which would have an adverse effect on our business. • Historically, direct inhibition of any RAS protein has been challenging due to a lack of tractable, or “druggable,” binding pockets. Given this approach is unproven, it may not be successful. • The results of preclinical studies and early-stage clinical trials may not be predictive of future results. • If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise be adversely affected. • We and our collaborators are currently developing and may in the future develop, our product candidates in combination with other therapies, which exposes us to additional risks. • We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our product candidates, our commercial opportunities will be negatively impacted. • If we and our collaborators are unable to obtain and maintain sufficient patent and other intellectual property protection for our product candidates and technology, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any of our current or future product candidates. The summary risk factors described above should be read together with the text of the full risk factors below in the section entitled “Risk Factors” and the other information set forth in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. The risks summarized above or described below are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects. Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Quarterly Report on Form 10-Q, including our financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below or other risks we face could materially 32 and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and the market price of our common stock. Risks related to our limited operating history, financial position and need for additional capital We are a clinical-stage precision oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are a clinical-stage precision oncology company, and we have only a limited operating history upon which you can evaluate our business and prospects. We currently have no products approved for commercial sale, have not generated any revenue from sales of products and have incurred losses in each year since our inception in October 2014. In addition, we have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry. Since our inception, we have incurred significant net losses. Our net losses were $600.1 million, $436.4 million and $248.7 million, for the years ended December 31, 2024, 2023 and 2022, respectively. As of September 30, 2025, we had an accumulated deficit of $2.5 billion. We have funded our operations to date primarily with proceeds from the sale of common stock and preferred stock, the acquisition of EQRx, and the Royalty Purchase Agreement, as well as upfront payments and research and development cost reimbursement received under the Sanofi Agreement. The Sanofi Agreement was terminated in June 2023, and Sanofi has no further reimbursement obligations following this termination. To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, acquiring and discovering development programs, securing intellectual property rights and conducting discovery, research and development activities for our programs. We have not yet demonstrated our ability to successfully complete any clinical trials, including pivotal clinical trials, obtain marketing approvals, manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Our product candidates will require additional development time and resources before we will be able to apply for or receive regulatory approvals and, if approved, begin generating revenue from product sales. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We have never generated revenue from product sales and may never be profitable. Our ability to generate revenue from product sales and achieve profitability depends on our ability, alone or with our collaboration partners, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, our development programs. We do not anticipate generating revenue from product sales for the next several years, if ever. Our ability to generate future revenue from product sales depends heavily on our, and any potential future collaborators’, success in: • completing clinical and preclinical development of product candidates and programs and identifying and developing new product candidates; • seeking and obtaining marketing approvals for our product candidates; • launching and commercializing product candidates for which we obtain marketing approval by establishing a sales force, marketing, medical affairs and distribution infrastructure or, alternatively, collaborating with a commercialization partner; • achieving adequate coverage and reimbursement by third-party payors for our product candidates; • establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support clinical development and the market demand for our product candidates, if approved; • obtaining market acceptance of our product candidates as viable treatment options, if approved; • addressing any competing technological and market developments; • negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter and performing our obligations under such collaborations; • maintaining, protecting, enforcing and expanding our portfolio of intellectual property rights, including patents, trademarks, trade secrets and know-how; 33 • defending against third-party interference, infringement or other intellectual property-related claims, if any; and • attracting, hiring and retaining qualified personnel. Even if one or more of our product candidates is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate, including prior to a potential launch of any approved product candidate. Our expenses could increase beyond expectations if we are required by the FDA, the European Medicines Agency (the EMA) or other regulatory agencies to perform clinical trials or studies in addition to those that we currently anticipate. Even if we are able to generate revenue from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue operations. We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts. Our operations have consumed substantial amounts of cash since our inception. Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our initial preclinical and clinical product candidates. Preclinical studies, clinical trials and additional research and development activities will require substantial funds to complete. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $1.9 billion. Through September 30, 2025, we have raised $2.1 billion in underwritten public offerings, net of underwriting discounts and commissions and offering expenses and have completed sales generating $246.4 million in gross proceeds pursuant to at-the-market equity offering programs. In June 2025, we received $250.0 million of gross proceeds under the Royalty Purchase Agreement, and subject to our meeting certain terms and conditions, including certain commercial milestones and other trigger events, additional capital may be available under the Loan Agreement and the Royalty Purchase Agreement (see Notes 8 and 9 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information). The EQRx Acquisition added $1.1 billion to our working capital in 2023. We expect to continue to spend substantial amounts to continue the preclinical and clinical development of our current and future programs and to prepare for their potential commercialization. If we are able to gain marketing approval for our product candidates, we will require significant additional amounts of cash in order to launch and commercialize our product candidates, if approved, to the extent that their launch and commercialization are not the responsibility of another collaborator that we may contract with in the future. In addition, other unanticipated costs may arise. Because the design and outcome of our current, planned and potential future clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates. The timing and amount of our future funding requirements depends on many factors, including: • the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials; • the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization; • the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful; • the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale; • our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements; • the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; • the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved; • the emergence of competing cancer therapies or other adverse market developments; and • any plans to acquire or in-license other programs or technologies. We will require substantial additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities, 34