Pay vs Performance Disclosure, Table


					Value of Initial $100 Investment in:
Year	Summary Compensation Table Total for R. Scott Struthers ($)	Compensation Actually Paid to R. Scott Struthers ($)(1)(2)	Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)	Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2)(3)	Total Shareholder Return ($)	NASDAQ Biotechnology Index ($)	Net Loss (in millions) ($)
2025	11,628,959	8,080,527	3,835,487	2,222,031	329.91	124.75	465.3
2024	10,533,579	19,086,178	4,222,888	7,256,293	362.37	93.49	298.4
2023	5,747,994	13,887,105	2,248,181	4,887,985	252.16	94.03	214.5
2022	5,602,127	1,612,776	2,702,709	2,001,359	129.70	89.90	163.9
2021	4,144,049	10,295,914	2,518,566	3,812,974	201.35	100.02	107.6

Named Executive Officers, Footnote

Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year:


Year						Non-CEO NEOs
2025						Tobin Schilke, Marc Wilson, Dana Pizzuti, Stephen F. Betz, and Jeff Knight
2024						Marc Wilson, Dana Pizzuti, Stephen F. Betz, and Jeff Knight
2023						Marc Wilson, James Hassard, Stephen F. Betz, Jeff Knight, and Alan Krasner
2022						Marc Wilson, James Hassard, Dana Pizzuti and Stephen F. Betz
2021						Marc Wilson, Ajay Madan and Jeff Knight

PEO Total Compensation Amount

$ 11,628,959

$ 10,533,579

$ 5,747,994

$ 5,602,127

$ 4,144,049

PEO Actually Paid Compensation Amount

$ 8,080,527

19,086,178

13,887,105

1,612,776

10,295,914

Adjustment To PEO Compensation, Footnote

Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:


	2025		2024		2023		2022		2021
Adjustments	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)
Total Compensation from Summary Compensation Table	11,628,959	3,835,487	10,533,579	4,222,888	5,747,994	2,248,181	5,602,127	2,702,709	4,144,049	2,518,566
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	(10,441,104)	(3,142,694)	(9,468,950)	(3,494,013)	(4,769,655)	(1,598,250)	(4,731,436)	(2,158,041)	(3,236,940)	(2,092,355)
Year-end fair value of unvested awards granted in the current year	11,438,504	3,075,188	9,681,481	3,569,042	8,240,083	2,764,469	3,491,978	1,935,411	5,006,084	2,704,739
Year-over-year difference of year-end fair values for unvested awards granted in prior years	(1,991,531)	(582,292)	4,465,020	1,605,266	3,569,336	1,132,191	(1,875,193)	(334,059)	2,365,149	353,344
Fair values at vest date for awards granted and vested in current year	1,250,948	155,859	1,472,591	546,838	803,078	262,444	694,519	117,051	923,354	205,709
Difference in fair values between prior year-end fair values and vest	(3,805,249)	(1,119,517)	2,402,457	806,272	296,269	78,950	(1,569,219)	(261,712)	1,094,218	122,971
Total Adjustments for Equity Awards	(3,548,432)	(1,613,456)	8,552,599	3,033,405	8,139,111	2,639,804	(3,989,351)	(701,350)	6,151,865	1,294,408
Total Compensation Actually Paid	8,080,527	2,222,031	19,086,178	7,256,293	13,887,105	4,887,985	1,612,776	2,001,359	10,295,914	3,812,974

Non-PEO NEO Average Total Compensation Amount

$ 3,835,487

4,222,888

2,248,181

2,702,709

2,518,566

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,222,031

7,256,293

4,887,985

2,001,359

3,812,974

Adjustment to Non-PEO NEO Compensation Footnote

Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:


	2025		2024		2023		2022		2021
Adjustments	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)	Struthers, R. Scott ($)	Average Non-CEO NEOs ($)
Total Compensation from Summary Compensation Table	11,628,959	3,835,487	10,533,579	4,222,888	5,747,994	2,248,181	5,602,127	2,702,709	4,144,049	2,518,566
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	(10,441,104)	(3,142,694)	(9,468,950)	(3,494,013)	(4,769,655)	(1,598,250)	(4,731,436)	(2,158,041)	(3,236,940)	(2,092,355)
Year-end fair value of unvested awards granted in the current year	11,438,504	3,075,188	9,681,481	3,569,042	8,240,083	2,764,469	3,491,978	1,935,411	5,006,084	2,704,739
Year-over-year difference of year-end fair values for unvested awards granted in prior years	(1,991,531)	(582,292)	4,465,020	1,605,266	3,569,336	1,132,191	(1,875,193)	(334,059)	2,365,149	353,344
Fair values at vest date for awards granted and vested in current year	1,250,948	155,859	1,472,591	546,838	803,078	262,444	694,519	117,051	923,354	205,709
Difference in fair values between prior year-end fair values and vest	(3,805,249)	(1,119,517)	2,402,457	806,272	296,269	78,950	(1,569,219)	(261,712)	1,094,218	122,971
Total Adjustments for Equity Awards	(3,548,432)	(1,613,456)	8,552,599	3,033,405	8,139,111	2,639,804	(3,989,351)	(701,350)	6,151,865	1,294,408
Total Compensation Actually Paid	8,080,527	2,222,031	19,086,178	7,256,293	13,887,105	4,887,985	1,612,776	2,001,359	10,295,914	3,812,974

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Total Shareholder Return Vs Peer Group

Total Shareholder Return Amount

$ 329.91

362.37

252.16

129.70

201.35

Peer Group Total Shareholder Return Amount

124.75

93.49

94.03

89.90

100.02

Net Income (Loss)

$ (465,300,000)

(298,400,000)

(214,500,000)

(163,900,000)

(107,600,000)

Additional 402(v) Disclosure

The following summarizes the valuation assumptions used for stock option awards included as part of CAP:

•Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/fiscal year-end date.

•Strike price is based on each grant date closing price and asset price is based on each vest/fiscal year-end closing price.

•Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year-end date.

•Historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year-end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits.

•Represents annual dividend yield on each vest/fiscal year-end date.

(2b) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date. For additional information on the assumptions used

to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.

Pay Versus Performance Tabular List

We do not use any financial performance measures in determining executive compensation, other than stock price, given that the value to be delivered pursuant to the equity awards granted to our named executive officers is dependent on our future stock price. Pursuant to SEC guidance, stock price is not a permissible “Company Selected Measure.” As a result, we do not have a Company Selected Measure to reflect in the table above.

PEO

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

$ (3,548,432)

8,552,599

8,139,111

(3,989,351)

6,151,865

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(10,441,104)

(9,468,950)

(4,769,655)

(4,731,436)

(3,236,940)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

11,438,504

9,681,481

8,240,083

3,491,978

5,006,084

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(1,991,531)

4,465,020

3,569,336

(1,875,193)

2,365,149

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

1,250,948

1,472,591

803,078

694,519

923,354

(3,805,249)

2,402,457

296,269

(1,569,219)

1,094,218

Non-PEO NEO

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(1,613,456)

3,033,405

2,639,804

(701,350)

1,294,408

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(3,142,694)

(3,494,013)

(1,598,250)

(2,158,041)

(2,092,355)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

3,075,188

3,569,042

2,764,469

1,935,411

2,704,739

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(582,292)

1,605,266

1,132,191

(334,059)

353,344

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

155,859

546,838

262,444

117,051

205,709

Award Timing Disclosures [Line Items]

$ (1,119,517)

$ 806,272

$ 78,950

$ (261,712)

$ 122,971

Award Timing Disclosure

12 Months Ended

Dec. 31, 2025

USD ($)

$ / shares

Award Timing MNPI Disclosure

As discussed in the Compensation Discussion and Analysis, equity awards, including stock option awards, granted as part of annual total compensation for senior leaders and other employees, are approved by the compensation committee on or before the grant date. The compensation committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they approve equity awards for NEOs as well as any other stock option award recipients, typically in late February or early March. On occasion, the compensation committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the compensation committee has discretionary authority to grant equity awards outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally affects the value of executive compensation.

The following table contains information required by Item 402(x) of Regulation S-K about stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of a Current Report Form 8-K that disclosed material nonpublic information. Pursuant to this SEC rule, we are providing the following information relating to stock options awarded to our NEOs, excluding Mr. Schilke, on February 20, 2025, two business days before the date the Company filed its Current Report Form 8-K on February 24, 2025. Mr. Schilke's March 10, 2025 stock option grants were not within the applicable timing period described in Item 402(x) of Regulation S‑K. The exercise price of the stock options was based on the closing price of a share of our common stock on the date of grants of the respective options. The Company did not grant any stock options to NEOs of the Company in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing of the Company’s Annual Report on Form 10-K.


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Award ($/sh)	Grant Date Fair Value of the Award ($)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
R. Scott Struthers, Ph.D.	2/20/2025	313,000	36.86	7,160,564	-13.77%
Tobin Schilke	3/10/2025	80,000	33.75	1,670,920	N/A
Dana Pizzuti, M.D.	2/20/2025	65,000	36.86	1,487,018	-13.77%
Stephen F. Betz, Ph.D.	2/20/2025	65,000	36.86	1,487,018	-13.77%
Jeff Knight	2/20/2025	65,000	36.86	1,487,018	-13.77%

Award Timing Method

The compensation committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they approve equity awards for NEOs as well as any other stock option award recipients, typically in late February or early March.

Award Timing Predetermined

true

Award Timing MNPI Considered

true

Award Timing, How MNPI Considered

While the compensation committee has discretionary authority to grant equity awards outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally affects the value of executive compensation.

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Award ($/sh)	Grant Date Fair Value of the Award ($)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
R. Scott Struthers, Ph.D.	2/20/2025	313,000	36.86	7,160,564	-13.77%
Tobin Schilke	3/10/2025	80,000	33.75	1,670,920	N/A
Dana Pizzuti, M.D.	2/20/2025	65,000	36.86	1,487,018	-13.77%
Stephen F. Betz, Ph.D.	2/20/2025	65,000	36.86	1,487,018	-13.77%
Jeff Knight	2/20/2025	65,000	36.86	1,487,018	-13.77%

R. Scott Struthers [Member]

R. Scott Struthers

313,000

$ 36.86

$ 7,160,564

(0.1377)

Tobin Schilke [Member]

Tobin Schilke

80,000

$ 33.75

$ 1,670,920

Dana Pizzuti [Member]

Dana Pizzuti

65,000

$ 36.86

$ 1,487,018

(0.1377)

Stephen Betz [Member]

Stephen F. Betz

65,000

$ 36.86

$ 1,487,018

(0.1377)

Jeff Knight [Member]

Jeff Knight

65,000

$ 36.86

$ 1,487,018