蓝鸟生物 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-35966___________________________________________________________________________ bluebird bio, Inc. (Exact Name of Registrant as Specified in Its Charter)___________________________________________________________________________ (339)499-9300(Registrant’s Telephone Number,Including Area Code)___________________________________________________________________________ Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes¨ No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during 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 filingrequirements for the past 90days.Yes¨No☒Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes¨No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company”in Rule12b-2 of the Exchange Act. ☐Acceleratedfiler☒SmallerreportingcompanyEmerging growthcompany Large accelerated filerNon-accelerated filer ☐☒☐ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of common stock held by non-affiliates of the registrant based on the closing price of the registrant’s common stock asreported on the Nasdaq Global Select Market on June28, 2024, the last business day of the registrant’s most recently completed second quarter, was$189,220,530. As of March25, 2025, there were9,790,070shares of the registrant’s common stock, par value $0.01per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PARTI. Item 1.Item1A.Item1B.Item 1C.Item2.Item3.Item4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PARTII.Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities74[Reserved]75Management’s Discussion and Analysis of Financial Condition and Results of Operations76Quantitative and Qualitative Disclosures About Market Risks91Financial Statements and Supplementary Data91Changes in and Disagreements with Accountants on Accounting and Financial Disclosure92Controls and Procedures92Other Information93Disclosures Regarding Foreign Jurisdictions that Prevent Inspections93 PARTIII. Directors, Executive Officers and Corporate Governance94Executive Compensation98Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Certain Relationships and Related Transactions and Director Independence109Principal Accountant Fees and Services110 Item10.Item11.Item12.Item13.Item14. Exhibits and Financial Statement Schedules111Form 10-K Summary111 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statement