LENZ Therapeutics Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 001-40532 LENZ THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)___________________________ Delaware 84-4867570 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 201 Lomas Santa Fe Dr., Suite 300Solana Beach, California 92075(Address of principal executive offices, including zip code)(858) 925-7000(Registrant's telephone number, including area code) Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. YesoNo☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. YesoNo☒ 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 theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule 405 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 such files).Yes☒Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNo☒ The aggregate market value of the registrant’s common stock held by non-affiliates, based upon the closingprice of the common stock on June 30, 2025, as reported by The Nasdaq Stock Market LLC, was $690.1million. Shares of common stock held by each executive officer and director and by each other person who isdeemed to be an affiliate of the registrant have been excluded from such computation. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of March 18, 2026, 31,354,394 shares of the registrant's common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commissionin connection with the registrant’s 2026 Annual Meeting of Stockholders, which will be filed subsequent to thedate hereof, are incorporated by reference into Part III of this Form 10-K. Such Proxy Statement will be filedwith the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscalyear ended December 31, 2025. Except with respect to information specifically incorporated by reference, theProxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. PART I Item 1.Business3Item 1A.Risk Factors37Item 1B.Unresolved Staff Comments95Item 1C.Cybersecurity95Item 2.Properties96Item 3.Legal Proceedings96Item 4.Mine Safety Disclosures96 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities97Item 6.[Reserved]97Item 7.Management's Discussion and