BEAM

MKT CAP $2.6BP/E —DIV YIELD —FCF YIELD -14.53%REV TTM $156M +158.9%NET INCOME −$85.4MNET CASH $119.6M52W 20.60 – 37.92NEXT EARNINGS Nov 3 EST.SEC XBRL · TTM TO Invalid Date

How BEAM rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

85%

of sentences unchanged

Added

147

new sentences

Dropped

109

sentences removed

Length

+1,473

words, now 56,042

New in FY2025

If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, and the trading price of our common stock could decline.
Our net loss was $80.0 million, $376.7 million and $132.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, we had an accumulated deficit of $1.6 billion.
We have financed our operations primarily through private placements of our preferred stock, proceeds from sales of our common stock, collaboration revenue and our credit facility with Sixth Street Lending Partners.
We have not completed any pivotal clinical trials of any product candidates and do not, and may never, have a product candidate approved for commercialization.
At December 31, 2025, our cash, cash equivalents, and marketable securities were $1.2 billion.
Our future capital requirements will depend on many factors, including: • the cost of continuing to build our base editing platform; • the costs of acquiring licenses for the delivery modalities that will be used with our product candidates; • the scope, progress, results, and costs of discovery, preclinical development, laboratory testing, manufacturing, and clinical trials for the product candidates we may develop; • the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights, and defending intellectual property-related claims; • the costs, timing, and outcome of regulatory review of the product candidates we may develop; • the costs of preparing for and undertaking future activities, including product sales, medical affairs, marketing, manufacturing, distribution, coverage and reimbursement for any product candidates for which we receive regulatory approval to commercialize; • the success of our license agreements and our collaborations; • our ability to establish and maintain additional license agreements and collaborations on favorable terms, if at all; • the achievement of milestones or occurrence of other developments that trigger payments under any additional license agreements or collaboration agreements we obtain; • the payment of success liabilities to Harvard and Broad Institute, should we choose to pay in cash; • the extent to which our contingent liabilities require cash expenditures; • the extent to which we acquire or in-license products, intellectual property and technologies; • the costs of operating and expanding our manufacturing capacity; and • the costs of establishing a sales, marketing, and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval.
Other than our credit facility with Sixth Street Lending Partners, we have no committed source of additional capital and, if we are unable to raise additional capital in sufficient amounts or on terms acceptable to us on a timely basis, we may have to significantly delay, scale back or discontinue the development or, if approved, commercialization of our product candidates or other research and development initiatives.
Other than our credit facility with Sixth Street Lending Partners, we do not have any committed external source of capital.
Our financing agreement with Sixth Street Lending Partners includes covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends, and other restrictions, and future debt financings may contain similar restrictions.
Our operations to date have been limited to organizing and staffing our company, business planning, raising capital, acquiring and developing our platform and technology, identifying potential product candidates, undertaking preclinical studies, operating clinical trials and preparing for the potential commercial launch of product candidates.
We have not yet demonstrated an ability to successfully complete any pivotal clinical trials, obtain marketing approvals, manufacture a commercial-scale medicine, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful commercialization.
We are currently transitioning from a company with a research focus to a company capable of supporting commercial activities.
However, we may have experienced ownership changes since December 31, 2024 and may experience additional ownership changes in the future as a result of shifts in our stock ownership, some of which are outside of our control.
The terms of our financing agreement with Sixth Street Lending Partners and our indebtedness could adversely affect our operations and limit our ability to plan for or respond to changes in our business.
If we are unable to comply with restrictions in the financing agreement, the repayment of our existing indebtedness could be accelerated.
On February 24, 2026, we entered into a financing agreement with Sixth Street Lending Partners as the administrative agent and collateral agent for several lenders, or the Financing Agreement.
The Financing Agreement establishes a senior secured term loan facility of $500.0 million, or the Credit Facility, consisting of $100.0 million funded on the closing date; up to $300 million available upon the achievement of certain clinical, regulatory and commercial milestones for risto-cel; and an additional $100 million available at our option, subject to mutual agreement between the parties, during the seven-year term of the Financing Agreement.
The Financing Agreement contains customary representations and warranties and affirmative and negative covenants.
For example, it requires us to make certain payments over time and, subject to certain exceptions, restricts our ability to incur additional indebtedness, grant liens, make investments (including acquisitions), effectuate mergers or consolidations, engage in asset sales and licensing transactions, pay dividends, modify material agreements, pay subordinated indebtedness, and undertake other matters customarily restricted in such agreements.
Among other requirements of the Financing Agreement, we and our subsidiaries party to the Financing Agreement must maintain certain minimum liquidity requirements if our market capitalization falls below an agreed threshold.
We are also subject to restrictions on sales and licensing transactions with respect to our core intellectual property and product assets, including, but not limited to, risto-cel and BEAM-302, subject to certain exceptions.
These and other terms in the Financing Agreement could restrict our ability to grow our business or enter into transactions that we believe would be beneficial to our business.
Additionally, if we fail to comply with the covenants under the Financing Agreement, it will result in an event of default.
Upon the occurrence of an event of default, and subject to any specified cure periods, all amounts owed under the Financing Agreement may be declared immediately due and payable by the lenders, and the lenders may foreclose on the collateral, which could have a material adverse effect on our business, financial condition and results of operations.
Our current and potential indebtedness could affect our business in the following ways, among other things: make it more difficult for us to satisfy our contractual and commercial commitments; require us to use a substantial portion of our cash flow subject to mandatory prepayments to pay interest and principal when due, which would reduce funds available for working capital, capital expenditures and other general corporate purposes; limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments or general corporate purposes; heighten our vulnerability to downturns in our business, our industry or in the general economy; place us at a disadvantage compared to our competitors that may have proportionately less debt; limit management’s discretion in operating our business; and limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate or the general economy.
Our business may not generate cash flows from operations in the future that are sufficient to service our debt and support our growth strategies.
In addition, our ability to generate sufficient cash flows to meet our debt obligations depends upon several factors, such as the ability of us and our licensees to timely complete clinical trials and obtain marketing approval for our clinical-stage product candidates, to successfully commercialize our clinical-stage product candidates, our receipt of regulatory approval for risto-cel and our other product candidates, and our future performance, which is subject to financial, business, and other impacts on our operations, many of which are beyond our control.
If we are unable to generate sufficient cash flows, we may be required to adopt one or more alternatives, such as obtaining additional equity capital on terms that may be onerous or highly dilutive, selling assets, or restructuring debt.
Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
Our product candidates are still in preclinical or clinical development and we have not, and may never, commercialize a product candidate.
Our ability to generate product revenue will depend heavily on the successful development and, if approved, eventual commercialization of our product candidates, which may never occur.
Thereafter, following litigation, the FDA was directed by a federal district court to restore the draft guidance to the FDA website.
When the FDA did so, it stated that “information on this page may be modified and/or removed in the future subject to the terms of the court’s order and implemented consistent with applicable law.” Accordingly, in light of these ongoing actions, there is considerable uncertainty surrounding the draft DAP guidance and how the FDA will consider diversity action plans in connection with its review of BLAs.
We have not completed pivotal clinical trials of any of our product candidates.
We do not yet know whether any product candidates we develop will prove safe in humans.
In addition to side effects and adverse events caused by our product candidates, the conditioning administration process or related procedures used in risto-cel and potentially other ex vivo product candidates also can cause adverse side effects and adverse events.
For example, a patient in our BEACON trial for the treatment of sickle cell disease died due to respiratory failure four months after busulfan conditioning and infusion with risto-cel.
While the investigator determined that the patient’s death was likely related to busulfan conditioning and deemed the event unrelated to risto-cel, we cannot be certain of these conclusions, nor that other patients will not experience adverse events from the trial’s conditioning regimen or otherwise.

and 107 more.

Gone since FY2024

If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline.
Our net loss was $376.7 million, $132.5 million and $289.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024, we had an accumulated deficit of $1.6 billion.
We have financed our operations primarily through private placements of our preferred stock, proceeds from sales of our common stock and collaboration revenue.
We have not completed any clinical trials of any product candidates and expect that it will be years, if ever, before we have a product candidate approved for commercialization.
At December 31, 2024, our cash, cash equivalents, and marketable securities were $850.7 million.
Our future capital requirements will depend on many factors, including: • the cost of continuing to build our base editing platform; • the costs of acquiring licenses for the delivery modalities that will be used with our product candidates; • the scope, progress, results, and costs of discovery, preclinical development, laboratory testing, manufacturing, and clinical trials for the product candidates we may develop; • the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights, and defending intellectual property-related claims; • the costs, timing, and outcome of regulatory review of the product candidates we may develop; • the costs of preparing for and undertaking future activities, including product sales, medical affairs, marketing, manufacturing, distribution, coverage and reimbursement for any product candidates for which we receive regulatory approval to commercialize; • the success of our license agreements and our collaborations; • our ability to establish and maintain additional license agreements and collaborations on favorable terms, if at all; • the achievement of milestones or occurrence of other developments that trigger payments under any additional license agreements or collaboration agreements we obtain; • the payment of success liabilities to Harvard and Broad Institute pursuant to the respective terms of the Harvard License Agreement and the Broad Institute License Agreement, should we choose to pay in cash; • the extent to which our contingent liabilities require cash expenditures; • the extent to which we acquire or in-license products, intellectual property and technologies; • the costs of operating and expanding our manufacturing capacity; and • the costs of establishing a sales, marketing, and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval.
We have no committed source of additional capital and, if we are unable to raise additional capital in sufficient amounts or on terms acceptable to us on a timely basis, we may have to significantly delay, scale back or discontinue the development or, if approved, commercialization of our product candidates or other research and development initiatives.
We do not have any committed external source of capital.
Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends, and possibly other restrictions.
Our operations to date have been limited to organizing and staffing our company, business planning, raising capital, acquiring and developing our platform and technology, identifying potential product candidates, undertaking preclinical studies and operating clinical trials.
We have not yet demonstrated an ability to successfully complete any clinical trials, including large-scale, pivotal clinical trials, obtain marketing approvals, manufacture a commercial-scale medicine, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful commercialization.
We will eventually need to transition from a company with a research focus to a company capable of supporting commercial activities.
In addition, we may have experienced additional ownership changes since December 31, 2024 and may experience ownership changes in the future as a result of shifts in our stock ownership, some of which are outside of our control.
As described below in “Comprehensive tax reform legislation could adversely affect our business and financial condition,” the Tax Cuts and Jobs Act of 2017, or the Tax Act, as amended by the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, includes changes to U.S. federal tax rates and the rules governing net operating losses that may significantly impact our ability to utilize our net operating losses to offset taxable income in the future.
Our product candidates are still in preclinical or clinical development and it will be years before we or our collaborators commercialize a product candidate, if ever.
Our ability to generate product revenue, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and, if approved, eventual commercialization of our product candidates, which may never occur.
The implications of this action are not yet known.
We have not completed human clinical trials of any of our product candidates.
It is impossible to predict when or if any product candidates we develop will prove safe in humans.
In addition to side effects and adverse events caused by our product candidates, the conditioning administration process or related procedures used in BEAM-101 and potentially other ex vivo product candidates also can cause adverse side effects and adverse events.
For example, a patient in our BEACON trial for the treatment of sickle cell disease died due to respiratory failure four months after busulfan conditioning and infusion with BEAM-101.
While the investigator determined that the patient’s death was likely related to busulfan conditioning and deemed the event unrelated to BEAM-101, we cannot be certain of these conclusions, nor that other patients will not experience adverse events from the trial’s conditioning regimen or otherwise.
Additionally, we are developing alternative conditioning regimens and we cannot predict if such regimens will be compatible with our product candidates.
For example, in October 2023, we implemented a strategic restructuring to prioritize development of our ex vivo and in vivo sickle cell disease programs, including BEAM-101, our ESCAPE conditioning strategy, and in vivo delivery to hematopoietic stem cells program, as well as our in vivo base editor BEAM-302 in development for the treatment of alpha-1 antitrypsin deficiency.
We also announced plans to explore partnership opportunities for continued development of select programs, including BEAM-201 and other potential ex vivo CAR-T therapies.
There are several other companies utilizing base editing technology, including PerkinElmer, Life Edit (an ElevateBio company), Metagenomi, Revvity and Intellia Therapeutics.
For sickle cell disease, these companies include CRISPR Therapeutics, Vertex Pharmaceuticals, bluebird bio, Novartis Pharmaceuticals, Kamau Therapeutics, Fulcrum Therapeutics, Tessera Therapeutics, Cimeio Therapeutics and Agios Pharmaceuticals.
For our AATD targeted therapies, these include Wave Life Sciences, Moderna, Korro Bio, Tessera Therapeutics and Arrowhead Pharmaceuticals Any product candidates that we successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the future that are approved to treat the same diseases for which we may obtain approval for our product candidates we may develop.
Our ability to commercialize any medicines successfully also will depend in part on the extent to which reimbursement for these medicines and related treatments will be available from government authorities or healthcare program, private health plans, and other organizations.
If we license rights to any product candidates, we may develop we or our collaborators may develop, we may not be able to realize the benefit of such transactions if we are unable to successfully integrate them with our existing operations and company culture.
We are exposed to risks associated with our minority interest in Orbital Therapeutics, Inc.
In September 2022, we helped launch Orbital Therapeutics Inc., or Orbital, in collaboration with ARCH Venture Partners, with a goal of advancing ribonucleic acid, or RNA, medicines.
In connection with the Orbital launch, we entered into a license and collaboration agreement, or the Orbital Agreement, with Orbital pursuant to which we and Orbital each granted the other licenses to certain technology controlled by it necessary or reasonably useful for the non-viral delivery or the design or manufacture of RNA for the prevention, treatment or diagnosis of human disease.
In addition, concurrently with our entry into the Orbital Agreement, Orbital issued us 75 million shares of its common stock.
ARCH Venture Partners is also a stockholder of Orbital, one of our directors affiliated with ARCH Venture Partners, John Maraganore, as well as John Evans, our Chief Executive Officer, are members of the board of directors of Orbital.
We have a lesser degree of control over its business operations, thereby potentially subjecting us to additional financial, legal, operational and compliance risks.
In addition, the controlling shareholders or management of Orbital may have business interests, strategies or goals that are inconsistent with ours.
These risks include the possibility that Orbital or such other stockholders have economic or business interests or goals that are or become inconsistent with our economic or business interests or goals; are in a position to take action contrary to our instructions, requests, policies or objectives; subject us to unexpected liabilities or risks; take actions that reduce our return on investment; act in a manner that compromises our key licensed rights, or important intellectual or other rights that we own or license; or take actions that harm our reputation or restrict our ability to run our business.
Furthermore, as a result of our ownership in Orbital, we may in the future be required to include Orbital’s financial information in our consolidated financial results.

and 69 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch BEAM. Know when insiders buy.

One email the day a filing lands. Free.