Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that are based upon current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Please also see the section titled “Special Note Regarding Forward-Looking Statements.”

Unless otherwise indicated or the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to the Company, “we,” “us,” and “our” refer to the business and operations of Tectonic Operating Company, Inc. (previously Tectonic Therapeutic, Inc., referred to as “Legacy Tectonic”) and its consolidated subsibdiaries prior to the Merger, and the business and operations of Tectonic Therapeutic, Inc. (previously AVROBIO, Inc., referred to as “AVROBIO”) and its consolidated subsidiaries following the Merger.

Overview

We are a clinical-stage biotechnology company focused on the discovery and development of therapeutic proteins and antibodies that modulate the activity of GPCRs. The discovery of biologics that can modulate GPCRs has historically been quite challenging. We have developed a proprietary technology platform called GEODeTM, with the aim of addressing these challenges to enable the discovery and development of GPCR-targeted biologic medicines that can modify the course of disease. We focus on areas of significant unmet medical need, often where therapeutic options are poor or nonexistent, as these are areas where new medicines have the potential to improve patient quality of life or extend duration of life.

Our lead product candidates are TX45, an Fc-relaxin fusion molecule that activates the RXFP1 receptor, the GPCR target of the hormone relaxin, and TX2100, a VHH-Fc fusion antagonist antibody that binds to the APJ receptor (“APLNR”).

In September 2024, we announced favorable results from a Phase 1a clinical trial evaluating safety, tolerability and pharmacokinetic (“PK”) and pharmacodynamic (“PD”) properties for TX45. In this clinical trial, TX45 was well-tolerated with no drug-related severe adverse events, no observed immunogenicity and demonstrated a favorable PK/PD relationship. Renal plasma flow was measured in each patient at several time points as a PD marker. This data was used to develop an exposure-response model which enabled the selection of doses for the APEX Phase 2 clinical trial.

In May 2025, we announced the complete results from Part A of the Phase 1b hemodynamic clinical trial of TX45 in subjects with Group 2 Pulmonary Hypertension (“PH”) in Heart Failure with Preserved Ejection Fraction (“HFpEF”), known as PH-HFpEF. Part A of the TX45 Phase 1b clinical trial was a single dose IV, open-label clinical trial evaluating the safety, tolerability and hemodynamic effects of TX45 over an 8-hour period in subjects with PH-HFpEF. The complete data from Part A confirmed the tolerability and hemodynamic effects of TX45 in subjects with PH-HFpEF previously reported in the interim data in January 2025. Based on the complete dataset, TX45 was well-tolerated in subjects with PH-HFpEF with no serious or severe adverse events. In the overall study population of the complete dataset, TX45 achieved a 19.0% reduction in pulmonary capillary wedge pressure (“PCWP”), an endpoint reported to correlate with exercise capacity, morbidity and mortality in patients with heart failure, and an 18.5% improvement in cardiac output. In the subpopulation with combined pre- and post-capillary pulmonary hypertension (“CpcPH”) who have an elevated Pulmonary Vascular Resistance (“PVR”) and more severe disease, TX45 demonstrated >30% reduction in PVR, which along with PCWP is correlated to exercise capacity and mortality in this patient population.

In October 2025, we announced the topline results from Part B of the Phase 1b hemodynamic clinical trial of TX45 in subjects with Group 2 PH in Heart Failure with Reduced Ejection Fraction (“PH-HFrEF”). Part B of the TX45 Phase 1b clinical trial had a similar design as the Phase 1b Part A, assessing hemodynamic effects of TX45 but was conducted in subjects with PH-HFrEF. Based on the topline results, TX45 was well-tolerated in subjects with PH-HFrEF with no serious or severe adverse events. In the overall study population, TX45 achieved a 29.2% reduction in PCWP, an endpoint reported to correlate with exercise capacity, morbidity and mortality in patients with heart failure, and a 17.3% improvement in cardiac output. In the subpopulation with CpcPH who have an elevated PVR and more severe disease, TX45 demonstrated a 19.7% reduction in PVR in patients with a PVR equal to or greater than 3 Wood Units and a 10.3% reduction in PVR in patients with a PVR equal to or greater than 2 Wood Units. PVR along with PCWP is correlated to exercise capacity and mortality in this patient population.

The ongoing APEX Phase 2 clinical trial is a global, 24-week, placebo-controlled trial designed to evaluate the safety and efficacy of TX45 administered subcutaneously (“SC”) in subjects with PH-HFpEF, enriched for CpcPH. We dosed our first subject in the APEX Phase 2 clinical trial in October 2024. Subjects are being randomized to 300 mg SC (2 ml injection) once monthly of TX45, 300 mg SC once every other week of TX45, or placebo. Change from baseline in PVR in the PVR>3 population is the primary endpoint of the trial. The trial is designed to enrich patients with a PVR>3 aiming for 70% of patients enrolled. We expect topline results from the APEX clinical trial in 2026.

In February 2026, the first site was activated and opened for screening in the 16-week, open label, repeat dose, Phase 2 clinical trial to evaluate TX45’s safety and hemodynamic effects in up to 25 subjects with PH associated with Interstitial Lung Disease (“ILD”), known as PH-ILD (Group 3 PH). PH-ILD is an orphan disease with limited treatment options and a high mortality rate. We believe TX45’s mechanism is well suited to PH-ILD’s disease pathophysiology because of its pulmonary vasodilation, anti-inflammatory, remodeling and anti-fibrotic activity. In patients with PH-ILD, elevation in PVR and mean pulmonary arterial pressure (“mPAP”) has been associated with increased mortality. In the Phase 1b trial in both CpcPH-HFpEF and CpcPH-HFrEF, TX45 resulted in significant reductions in mPAP and PVR as well as improvements in other hemodynamic endpoints. The TX45 PH-ILD Phase 2 trial will initiate at a dose of TX45 300 mg every four weeks administered SC with a primary efficacy endpoint of change from baseline in PVR at Week 16.

Our lead product candidate, TX2100, is being evaluated for the treatment of Hereditary Hemorrhagic Telangiectasia (“HHT”), the second most common genetic bleeding disorder with no approved therapy. TX2100 is a VHH-Fc fusion antagonist antibody that binds to APJ (also known as the apelin receptor; APLNR), a GPCR that mediates signaling by the pro-angiogenic peptide hormone apelin. A rodent surrogate of TX2100 demonstrated reductions in arteriovenous malformation (“AVM”) formation, bleeding, and anemia across the neonatal anti-BMP9/10 immunoblocked model and the more severe, adult inducible ALK1 knockout mouse model of HHT, supporting disease-modifying activity through APJ antagonism. TX2100 was further evaluated in non-human primates in IND-enabling GLP toxicology studies, including a 13-week repeat-dose study. In these studies, TX2100 was well tolerated at doses up to 100 mg/kg/week, with no treatment-related or target-related toxicities identified and no effects observed on cardiovascular, respiratory, neurological, renal, metabolic, or hematologic parameters. A formulation supporting subcutaneous dosing has been established, and drug substance and drug product manufacturing under Good Manufacturing Practice (“GMP”) have been completed to support initiation of a Phase 1a clinical trial. In February 2026, we randomized the first subject in the Phase 1a healthy volunteer clinical trial for TX2100. We are also planning a Phase 1b clinical trial to explore the safety and efficacy (epistaxis, anemia, and hematological support) of TX2100 in patients with severe HHT. In addition, subject to positive Phase 1a results, we plan to initiate a Phase 2 clinical trial for TX2100 in early 2027.

Private Placement

In February 2025, we entered into a securities purchase agreement (the “Private Placement”) pursuant to which we issued an aggregate of 3,689,465 shares of common stock, at a price of $50.00 per share to institutional accredited investors and $54.14 per share to individual accredited investors that are either an officer or director of the Company. The net proceeds from the Private Placement were approximately $173.1 million.

Merger with AVROBIO

On June 20, 2024, we completed our previously announced merger transaction in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”) with AVROBIO, Inc. (“AVROBIO”), pursuant to which Alpine Merger Subsidiary, Inc., a wholly owned subsidiary of AVROBIO, merged with and into the entity formerly known as Tectonic Therapeutic, Inc., now known as Tectonic Operating Company, Inc. (“Legacy Tectonic”), with Legacy Tectonic continuing as a wholly owned subsidiary of the surviving corporation of AVROBIO (the “Merger”).

Components of our Results of Operations

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the foreseeable future, if at all. If our development efforts for our product candidates are successful and result in regulatory approval, or if we enter collaboration or license agreements with third parties, we may generate revenue in the future from product sales or payments from collaboration or license agreements, or any combination thereof. We cannot predict if, when or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates.

Operating Expenses

Research and Development Expenses

Research and development expenses consist of costs incurred in connection with our research activities, including discovery efforts and the preclinical and clinical development of our programs, product candidates, and platform. These expenses include:

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employee-related expenses, including salaries, bonuses, benefits and stock-based compensation, for employees engaged in research and development functions;

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expenses incurred in connection with research and the preclinical and clinical development of our programs and our product candidates, including fees paid to contract research organizations (“CROs”);

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costs related to manufacturing materials for our preclinical studies and clinical trials, including fees paid to contract development and manufacturing organizations (“CDMOs”);

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laboratory supplies, consumables and other research materials;

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facilities, depreciation, and other expenses related to research and development activities, which include direct or allocated expenses for rent, utilities, and facility maintenance;

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costs related to compliance with regulatory requirements; and

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payments made under third-party licensing agreements.

We expense all research and development costs as incurred. Costs for certain development activities are recognized based on our evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and third-party service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense when the goods have been delivered or the services have been performed, or when it is no longer expected that the goods will be delivered or the services rendered.

Upfront payments under license agreements are expensed upon receipt of the license. Annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license or collaboration agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable.

Costs that are deployed across multiple programs or platform activities and not directly attributable to any single program are recorded as platform development and unallocated research and development expenses, which include multi-program employee-related costs, cross-program licensing payments, laboratory supplies and related expenses, contract research, manufacturing and consulting services, facility-related and other expenses, including depreciation, and discovery efforts.

Research and development activities are central to our business. Later-stage clinical programs generally incur higher costs than early-stage programs due to the increased size and duration of trials. We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of our product candidates due to the inherently unpredictable nature of preclinical and clinical development. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations. We will continue to evaluate which product candidates to pursue and the allocation of funding based on preclinical and clinical results, regulatory developments, and commercial potential. We expect our research and development expenses to increase significantly as we advance our product candidates through clinical development and initiate additional clinical trials. Our future expenses may vary significantly each period based on factors such as:

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expenses incurred to conduct preclinical studies required to advance our product candidates into clinical development;

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per patient trial costs, based on the number of doses that patients receive;

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the number of patients who enroll in each trial;

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the number of trials required for approval;

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the number of sites included in the trials;

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the countries in which the trials are conducted;

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the length of time required to enroll eligible patients;

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the drop-out or discontinuation rates of patients;

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potential additional safety monitoring requested by regulatory agencies;

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the duration of patient participation in the trials and follow-up;

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the phase of development of the product candidate;

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third-party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;

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the ability to manufacture our product candidates;

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regulators or institutional review boards requiring that we or our investigators suspend or terminate clinical development for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks; and

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the efficacy and safety profile of our product candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of employee-related costs, including salaries, bonuses, benefits and stock-based compensation, for our personnel in executive, finance and information technology, and other administrative functions. General and administrative expenses also include professional fees for legal, accounting, and consulting services, insurance costs, facilities and information technology expenses, investor relations and public company compliance costs, and other general corporate overhead. As a clinical-stage company, our general and administrative expenses are driven in part by the costs required to support our research and development activities and to operate as a public company.

Other Income (Expense)

Interest Income

Interest income primarily consists of interest earned on money market funds, which are included in cash and cash equivalents on the Consolidated Balance Sheet.

Loss on Issuance of SAFE Liabilities and Change in Fair Value of SAFE Liabilities

In October and December 2023, Legacy Tectonic issued SAFEs for proceeds of $34.1 million. The SAFEs were recorded as liabilities in the Consolidated Balance Sheets at their fair value on the issuance dates. Until redemption on June 20, 2024, the SAFEs were measured at a fair value on a recurring basis, with subsequent changes in fair value recorded in other income and expenses on the Consolidated Statement of Operations and Comprehensive Loss.

Income Tax Expense

During the year ended December 31, 2025, we recorded income tax expense of approximately $1.2 million related to the dissolution of our wholly owned Australian subsidiary, Tectonic Therapeutic Pty Ltd. This entity is being dissolved as part of a broader corporate initiative intended to streamline operations and reduce administrative costs. The dissolution triggered a taxable event under Australian tax law due to the deemed disposition of certain assets at fair market value. As a result, we recognized a tax liability based on the difference between the carrying amount of these assets for financial reporting purposes and their tax basis. The dissolution does not have a significant impact on our effective tax rate for the period, but it did result in a discrete item within the period. We do not expect material ongoing tax consequences from this dissolution.

Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024

The following tables summarize our results of operations for the years ended December 31, 2025 and 2024 (in thousands, except percentages):

Year Ended December 31,

Operating expenses:

Other income (expense):

Change in fair value of the SAFE liabilities — (3,610 ) 3,610 (100 %)

Research and Development Expenses

Year Ended December 31,

Direct research and development expenses by program:

Platform development and unallocated expenses:

Contract research, manufacturing and consulting services 1,163 1,159 4 0 %

Laboratory supplies and related expenses 3,274 3,653 (379 ) (10 %)

Facility related and other expenses, including depreciation 4,776 4,494 282 6 %

Total research and development expenses increased by $22.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Direct research and development program expenses increased primarily due to advancement of our preclinical and clinical programs. TX45 expenses increased by $9.0 million, primarily attributable to CRO costs related to the ongoing Phase 2 clinical trial. TX2100 expenses increased by $8.1 million, as the program progressed further through discovery and development.

Platform development and unallocated expenses increased by $5.0 million, primarily driven by higher employee-related expenses. The increase in employee-related expenses was primarily due to an increase in stock-based compensation expense related to the ongoing issuance of equity awards and increase in the weighted-average fair value of the awards granted. In addition, we expanded our research and development team to support our programs, resulting in higher payroll and related costs.

General and Administrative Expenses

Year Ended December 31,

General and administrative expenses increased by $3.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher employee-related expenses, including stock-based compensation, which increased by $3.7 million. The increase in stock-based compensation expense was primarily attributable to the ongoing issuance of equity awards and increase in the weighted-average fair value of the awards granted.

We anticipate that our general and administrative expenses will continue to increase in the future as we continue to invest in infrastructure and personnel to support the advancement of our clinical programs and operation as a public company. We also expect to incur additional intellectual property-related expenses as we file patent applications to protect innovations arising from our research and development activities.

Other Income (Expense)

Interest Income

Interest income increased by $7.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in cash and cash equivalents as a result of the Merger and Private Placement.

Change in Fair Value of SAFE Liabilities

The SAFE liabilities loss of $3.6 million resulted from the remeasurement of the SAFE liabilities to fair value during the year ended December 31, 2024.

Income Tax Expense

Income tax expense of approximately $1.2 million was recorded during the year ended December 31, 2025, related to the dissolution of Tectonic Therapeutic Pty Ltd.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical and clinical development of our research programs and product candidates. We expect that our research and development and general and administrative costs will increase in connection with conducting additional preclinical studies and clinical trials for our current and future research programs and product candidates, contracting with CROs and CDMOs to support preclinical studies and clinical trials, expanding our intellectual property portfolio, and providing general and administrative support for our operations. As a result, we will need additional capital to fund our operations, which we may obtain from additional equity or debt financings, collaborations, licensing arrangements or other sources.

We do not currently have any approved products and have never generated any revenue from product sales. We have funded our operations primarily through the sale and issuance of common stock, convertible equity instruments, and the Merger. In February 2025, we sold shares of our common stock under the Private Placement in exchange for net proceeds of approximately $173.1 million. We currently have an effective shelf registration statement on Form S-3 filed with the SEC, which we may use to offer from time to time any combination of common stock, preferred stock, debt securities, and warrants up to an aggregate amount of $400 million. Of this amount, we have the ability to sell up to $100 million of additional shares of our common stock to the public through an at the market offering (“ATM”). During the year ended December 31, 2025, we did not sell any shares under the ATM program. As of December 31, 2025, the full $100 million remained available for issuance under the ATM program.

As of December 31, 2025, we had $253.8 million in cash and cash equivalents and an accumulated deficit of $222.7 million. Based on our current business plans, management believes that our cash, cash equivalents and marketable securities on hand at December 31, 2025 are sufficient to meet our operating requirements for at least the next 12 months from the issuance of the consolidated financial statements included in this Annual Report on Form 10-K. However, our estimates are based on assumptions that may prove to be incorrect, and we could exhaust our capital resources sooner than expected. We may require additional funding to support our research programs, clinical development, and general operations. There can be no assurance that additional financing, whether through public or private equity, debt, collaborations, or licensing arrangements, will be available on acceptable terms, or at all.

Cash Flows

The following table shows a summary of our cash flows for the years ended December 31, 2025 and 2024:

Year Ended December 31,

Net cash used in operating activities $ (60,078 ) $ (59,080 )

Net cash used in investing activities (138 ) (156 )

Effect of exchange rate changes on cash and cash equivalents (95 ) (8 )

Net increase in cash, cash equivalents and restricted cash $ 113,044 $ 112,470

Operating Activities

Net cash used in operating activities was $60.1 million for the year ended December 31, 2025. Cash used in operations was primarily used to fund our operations in developing our product candidates, resulting in a net loss of $74.2 million, partially offset by non-cash charges of $14.1 million. Changes in operating assets and liabilities, including the timing of vendor payments and lease repayments, had a minimal net effect of $0.1 million on cash used in operating activities.

Net cash used in operating activities was $59.1 million for the year ended December 31, 2024. Cash used in operating activities was primarily used to fund our operations to develop our product candidates resulting in a net loss of $58.0 million and $10.3 million of changes in operating assets and liabilities related to accrued expenses, timing of vendor payments and lease repayments offset by non-cash charges of $9.2 million.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2025 and 2024 was nominal and related to the purchase and sale of property and equipment.

Financing Activities

Net cash provided by financing activities was $173.4 million for the year ended December 31, 2025, primarily due to net proceeds of $173.1 million from the sale of shares pursuant to the Private Placement and $1.2 million in proceeds from the exercise of stock options.

Net cash provided by financing activities was $171.7 million for the year ended December 31, 2024, primarily due to net proceeds of $94.6 million from the sale of shares pursuant to the Subscription Agreement, $76.0 million of net cash acquired in connection with the Merger, and $1.6 million in proceeds from the exercise of stock options.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the research and development of, continue or initiate clinical trials of, and seek marketing approval for, our product candidates including our lead product candidates TX45 and TX2100. In addition, if we obtain marketing approval for TX45, TX2100 or any of our other product candidates, we expect to incur significant commercialization expenses related to program sales, marketing, manufacturing and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators. Furthermore, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.

We expect our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including:

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the scope, progress, results and costs of product discovery, preclinical studies and clinical trials;

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the scope, prioritization and number of our research and development programs;

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the costs, timing and outcome of regulatory review of our product candidate;

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our ability to access sufficient additional capital on a timely basis and on favorable terms;

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the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs as we advance them through preclinical and clinical development;

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our ability to establish and maintain collaborations on favorable terms, if at all;

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the achievement of milestones or occurrence of other developments that trigger payments under the license agreements and any other collaboration agreements we enter into;

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the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under collaboration agreements, if any;

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the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

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the extent to which we acquire or in-license other product candidates and technologies;

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the costs of securing manufacturing arrangements for commercial production;

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the costs of operating as a publicly traded company;

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the costs of establishing or contracting for sales and marketing capabilities if we obtain regulatory approvals to market our product candidates; and

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the macroeconomic environment, including inflation and interest rates.

Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive and uncertain process that takes many years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of product candidates that we do not expect to be commercially available for many years, if at all. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. Until such time, if

ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. 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 or declaring dividends.

If we raise funds through additional collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

We expect to incur additional costs associated with operating as a public company. In addition, we anticipate that we will need substantial additional funding in connection with our continuing operations. Our projections of operating capital requirements are based on our current operating plan, which includes several assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect.

We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years.

Contractual Obligations & Commitments

We have entered into license agreements under which we are obligated to make specified milestone and royalty payments. The payment obligations under these agreements are contingent upon future events, such as our achievement of specified development, regulatory, and sales milestones, or generating product sales. Generally, the timing or likelihood of achieving these milestones or generating future product sales are not determinable. For further details regarding our significant contracts, and the commitments and contractual obligations contained within each contract, please refer to Note 11, License Agreements, and Note 12, Commitments and Contingencies, and to our consolidated financial statements included in this Annual Report on Form 10-K, which is incorporated herein by reference.

We have lease obligations for certain laboratory equipment and office and laboratory space under non-cancelable operating and finance leases. In September 2025, we entered into a non-cancelable operating lease for office and laboratory space in Watertown, Massachusetts. As of December 31, 2025, this lease had not commenced; accordingly, no right-of-use asset or lease liability has been recorded on the Consolidated Balance Sheet. The lease will be recognized upon commencement in January 2026, at which time a right-of-use asset and corresponding lease liability will be recorded based on the present value of lease payments over the lease term.

The leases, including the Watertown lease, expire at various times through 2029. Minimum lease payments under these agreements are $2.5 million in 2026, $1.9 million in 2027, $2.0 million in 2028, and $0.2 million in 2029. These amounts reflect enforceable obligations under non-cancelable contracts and do not include commitments that can be terminated without significant penalty.

In addition, we enter into agreements in the normal course of business with vendors for preclinical research studies, clinical trials and other services and products for operating purposes. These contracts do not contain any minimum purchase commitments and are generally cancelable upon written notice. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities in our consolidated financial statements and the reported amounts of expenses during the reporting periods. We base our estimates on historical experience, known trends and events, and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and recorded expenses that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates.

While our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Basis of Presentation, to our financial statements included elsewhere in this Annual Report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Research and Development Expenses

As part of the process of preparing our consolidated financial statements, we are required to estimate our research and development expenses, primarily related to services performed by third parties such as CROs and CDMOs. This process involves estimating the level of service performed and the associated cost incurred for the services when we have not yet been invoiced or otherwise notified of actual costs. The majority of our service providers invoice us in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advance payments. We make judgments and estimates of our research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to us at that time, which includes corroboration of these estimates with the service providers. If the actual timing of the performance of services or the level of effort varies from the estimate, we adjust accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Changes in these estimates that result in material changes to our accrued costs could materially affect our results of operations. To date, we have not experienced any material adjustments to our prior estimates of prepaid and accrued research and development expenses.

Stock-Based Compensation Expense

We recognize stock-based compensation expense for employee and non-employee equity awards, including stock options and restricted stock units, over the requisite service period in accordance with ASC 718. Stock options are measured at fair value on the grant date using the Black-Scholes option pricing model, which requires assumptions regarding expected volatility, expected term, risk-free interest rates, and expected dividend yield. The grant date fair value of our common stock is based on the closing quoted market price of our common stock as reported by the NASDAQ Global Market on the date of grant. Stock-based compensation is recorded in either research and development expense or general and administrative expenses depending on the roles of the recipients.

Recent Accounting Pronouncements

Recent accounting pronouncements are addressed in Note 2, Summary of Significant Accounting Policies and Basis of Presentation, in the Notes to the Consolidated Financial Statements included herein.

Smaller Reporting Company Status

We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

As a result, the information in this Annual Report on Form 10-K and that we provide to our investors in the future may be different than what you might receive from other public reporting companies.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information otherwise required under this Item.

Item 8. Financial Statements and Supplementary Data.

The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K beginning on page F-1. An index of those financial statements is found in Item 15, Exhibits and Financial Statement Schedules, of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm is not required to issue an attestation report on the internal control over financial reporting because we are a non-accelerated filer and a “smaller reporting company".

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d‐15(f) under the Exchange Act) during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the three months ended December 31, 2025, the following directors of the Company adopted a “Rule 10b5-1 trading arrangement” as the term is defined in Item 408(a) of Regulation S-K, all of which were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and all of which were intended to satisfy Rule 10b5-1(c):

•

On November 14, 2025, Peter McNamara, a member of our Board of Directors, adopted a Rule 10b5-1 trading plan that provides for the sale of up to 35,102 shares of common stock from the exercise of vested stock options. The plan will expire on December 14, 2026 subject to early termination for specified events set forth in the plan.

Except as set forth above, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K during the three months ended December 31, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2025.

We have adopted a written Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our employees, executive officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. A current copy of the Code of Conduct is available on the Investors section of our website, https://investors.tectonictx.com, under “Investors / Corporate Governance.” We intend to disclose on our website any amendments to, or waivers from, our Code of Conduct that are required to be disclosed pursuant to SEC rules. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report on Form 10-K.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) Financial Statements.

For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.

(2) Financial Statement Schedules.

All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

(3) Exhibits.

ExhibitNumber Description

10.4* Non-Employee Director Compensation Policy of Tectonic Therapeutic, Inc.

21.1* List of Subsidiaries.

101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

* Filed herewith.

** Filed previously.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TECTONIC THERAPEUTIC, INC.

Date: February 26, 2026 By: /s/ Alise Reicin, M.D.

Alise Reicin, M.D.

President and Chief Executive Officer

(Principal Executive Officer)

Date: February 26, 2026 By: /s/ Daniel Lochner

Daniel Lochner

Chief Financial Officer

(Principal Financial Officer and PrincipalAccounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alise Reicin and Daniel Lochner, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable Tectonic Therapeutic, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Signature Title Date

Alise Reicin (Principal Executive Officer)

/s/ Daniel Lochner Chief Financial Officer February 26, 2026

Daniel Lochner (Principal Financial Officer and Principal Accounting Officer)

/s/ Terrance McGuire Director February 26, 2026

Terrance McGuire

/s/ Stefan Vitorovic Director February 26, 2026

Stefan Vitorovic

/s/ Timothy A. Springer Director February 26, 2026

Timothy A. Springer

/s/ Praveen Tipirneni Director February 26, 2026

Praveen Tipirneni

s/ Phillip B. Donenberg Director February 26, 2026

Phillip B. Donenberg

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4

Notes to Consolidated Financial Statements F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Tectonic Therapeutic, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tectonic Therapeutic, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' equity (deficit), and cash flows for the years then ended⁠, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued and prepaid contract research and development and manufacturing expenses — Refer to Notes 2 and 6 to the financial statements

Critical Audit Matter Description

As disclosed in Note 2 to the financial statements, the Company records accrued and prepaid research and development and manufacturing expenses for third-party contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”). Estimates of expenses incurred are determined by reviewing information provided to the Company by its service providers and through discussions with both internal personnel and external service providers as to the status of specific tasks within arrangements. Expenses incurred in excess of amounts invoiced are recorded as accrued expenses. Payments made in excess of costs incurred are recorded as prepaid expenses.

We identified auditing the estimates of the progress to completion of specific tasks performed by CROs and CDMOs as a critical audit matter due to (i) the level of judgment required by management and the volume of such estimates made by management and (ii) the degree of auditor judgment, subjectivity, and increased extent of effort in performing procedures to evaluate the reasonableness of management’s estimates of progress to completion.

F-2

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to accrued and prepaid research and development expenses and manufacturing expenses included the following, among others:

•

We tested the design and implementation of controls over the estimation of accrued and prepaid research and development and manufacturing expenses.

•

For a sample of contracts with service providers performing research and development and manufacturing activities, we performed the following:

Evaluated the appropriateness of the method used by management to develop its estimates of progress to completion of specific tasks.

Tested the completeness and accuracy of the underlying data used in the estimates of progress to completion through inspection of the terms of contracts and statements of work between the Company and its service providers and testing of actual billed expenses under the contracts.

Performed corroborating inquiries with Company personnel responsible for overseeing the activities performed by the Company’s CROs and CDMOs, which may include the service providers’ estimate of completed tasks or progress of completion of certain tasks within the arrangement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 26, 2026

We have served as the Company's auditor since 2022.

F-3

TECTONIC THERAPEUTIC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

December 31,

Assets

Current assets:

Prepaid expenses and other current assets 2,974 5,618

Restricted cash 587 —

Finance right-of-use assets, net 495 919

Operating right-of-use assets 874 2,235

Liabilities and Stockholders’ Equity

Current liabilities:

Accrued expenses and other current liabilities 7,340 7,850

Finance lease liability 344 489

Operating lease liability, non-current — 132

Finance lease liability, non-current 43 387

Commitments and contingencies (Note 12)

Stockholders’ Equity:

Accumulated other comprehensive (loss) income (96 ) 9

Total liabilities and stockholders’ equity $ 261,038 $ 152,905

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

TECTONIC THERAPEUTIC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Year Ended December 31,

Operating expenses:

Other income (expense):

Interest expense (63 ) (107 )

Change in fair value of SAFE liabilities — (3,610 )

Income tax expense (1,230 ) —

Other comprehensive loss:

Foreign currency translation adjustment (105 ) 9

Net loss per share, basic and diluted $ (4.05 ) $ (6.83 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

TECTONIC THERAPEUTIC, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(DEFICIT)

(in thousands, except share amounts)

Convertible Preferred Stock Common Stock

Stock-based compensation expense — — — — 3,491 — — 3,491

Foreign currency translation adjustment — — — — — 20 — 20

Stock-based compensation expense — — — — 10,497 — — 10,497

Foreign currency translation adjustment — — — — — (105 ) — (105 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

TECTONIC THERAPEUTIC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense 1,375 1,645

Loss on sale of property and equipment 153 —

Reduction in the carrying amount of the operating right-of-use assets 2,118 434

Change in fair value of SAFE liabilities — 3,610

Change in operating assets and liabilities:

Prepaid expenses and other current assets 2,644 (3,194 )

Other non-current assets 17 544

Accrued expenses and other current liabilities (552 ) (5,642 )

Operating lease liabilities (2,295 ) (565 )

Net cash used in operating activities (60,078 ) (59,080 )

Cash flows from investing activities:

Purchase of property and equipment (208 ) (156 )

Proceeds from the sale of property and equipment 70 —

Net cash used in investing activities (138 ) (156 )

Cash flows from financing activities:

Proceeds from the Private Placement, net of offering costs of $11,928 173,098 —

Proceeds from exercise of stock options 1,231 1,624

Payment of deferred offering costs (468 ) —

Repayment of finance lease obligations (489 ) (475 )

Effect of exchange rate changes on cash and cash equivalents (95 ) (8 )

Net increase in cash and cash equivalents and restricted cash 113,044 112,470

Components of cash, cash equivalents and restricted cash:

Total cash, cash equivalents and restricted cash $ 254,870 $ 141,826

Supplemental Cash Flow Information:

Conversion of SAFEs to Common Stock $ — $ 34,125

Conversion of Convertible Preferred Stock to Common Stock $ — $ 80,627

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

TECTONIC THERAPEUTIC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data )

1. NATURE OF BUSINESS

Description of the Business

Tectonic Therapeutic, Inc. (formerly AVROBIO, Inc.) (the “Company” or “Tectonic”) is a clinical-stage biotechnology company focused on the discovery and development of therapeutic proteins and antibodies that modulate the activity of G-protein coupled receptors (“GPCRs”). Leveraging its proprietary technology platform called GEODeTM (GPCRs Engineered for Optimal Discovery), Tectonic is focused on developing biologic medicines that overcome the existing challenges of GPCR-targeted drug discovery and harness the human body to modify the course of disease. Tectonic focuses on areas of significant unmet medical need, often where therapeutic options are poor or nonexistent, as these are areas where new medicines have the potential to improve patient quality of life.

Merger

On June 20, 2024, the Company completed its previously announced merger transaction in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”) with AVROBIO, Inc. (“AVROBIO”), pursuant to which Alpine Merger Subsidiary, Inc., a wholly owned subsidiary of AVROBIO, merged with and into the entity formerly known as Tectonic Therapeutic, Inc., now known as Tectonic Operating Company, Inc. (“Legacy Tectonic”), with Legacy Tectonic continuing as a wholly owned subsidiary of the surviving corporation of AVROBIO (the “Merger”). The Merger was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“GAAP”), with AVROBIO treated as the acquired company for financial reporting purposes, and Legacy Tectonic treated as the accounting acquirer. Accordingly, the historical financial statements prior to the Merger reflect those of Legacy Tectonic.

Risks and Uncertainties

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance reporting capabilities.

The Company’s proprietary GEODeTM platform is currently in development. There can be no assurance that current and future research and development activities will be successfully completed, that adequate protection for owned intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.

Liquidity and Capital Resources

Since inception, the Company has incurred recurring losses and negative cash flows from operations and expects such losses to continue in the future as it conducts research and development activities and continues to develop its product candidates. The Company generated net losses of $74.2 million and $58.0 million for the years ended December 31, 2025 and 2024, respectively and had an accumulated deficit of $222.7 million as of December 31, 2025. The Company has financed its operations primarily through the sale and issuance of common stock, convertible equity instruments, and the Merger. In February 2025, the Company sold shares of its common stock under a securities purchase agreement in exchange for net proceeds of approximately $173.1 million. The Company has devoted substantially all of its financial resources and efforts to business planning, conducting research and development, recruiting management and technical staff, and raising capital. The Company also has an effective shelf registration statement on Form S-3 filed with the SEC, which may be used to offer from time to time any combination of common stock, preferred stock, debt securities, and warrants up to an aggregate amount of $400 million. Of this amount, the Company has the ability to sell up to $100 million of additional shares of common stock to the public through an at the market offering (“ATM”). During the year ended December 31, 2025, the Company did not sell any shares under the ATM program. As of December 31, 2025, the full $100 million remained available for issuance under the ATM program.

As the Company continues to develop its proprietary platform and potential product candidates, it will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. It may never achieve profitability, and unless and until it does, it will continue to need to raise additional capital to fund its operations. The Company had cash and cash equivalents of $253.8 million as of December 31, 2025. In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

F-8

The Company believes that its existing cash and cash equivalents will be sufficient to allow the Company to fund operations beyond twelve months from the date of issuance of these consolidated financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance refers to U.S. GAAP as codified in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The Company consolidates the financial statements of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reverse Stock Split and Exchange Ratio

Upon the closing of the Merger, each outstanding share of Legacy Tectonic’s common stock, including outstanding and unvested restricted stock, was converted into the right to receive a number of shares of AVROBIO’s common stock based on the Exchange Ratio of 0.53, after giving effect to the 1-for-12 reverse stock split of AVROBIO common stock that was effected on June 20, 2024. The exchange ratio was retroactively applied to all outstanding common shares, convertible preferred shares, stock options and restricted stock for all periods presented.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. These estimates are based on historical experience and other assumptions that the Company believes are reasonable under the circumstances. Revisions to estimates are recorded in the period in which the change becomes known.

Significant estimates include the valuation of stock-based awards, prepaid and accrued research and development activities, and income taxes. Actual results may differ from these estimates, and such differences could be material to the Company’s financial position and results of operations.

Foreign Currency

The operations of each of the Company’s subsidiaries are measured in the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars using period-end exchange rates. Income and expense items are translated at the average exchange rate in effect during each fiscal month. Translation adjustments resulting from the remeasurement of foreign subsidiary financial statements are included as a component of Accumulated Other Comprehensive Loss in the Consolidated Balance Sheets. Gains and losses from foreign currency transactions are included in Other Income (Expense), Net in the Consolidated Statements of Operations and Comprehensive Loss.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its chief executive officer, who reviews financial information on a consolidated basis for the purpose of making operating decisions, assessing financial performance, and allocating resources. The Company manages and evaluates its operations on a consolidated basis and has one reportable segment. The CODM primarily evaluates the Company’s performance based on net loss and reviews significant expense categories at the consolidated level. Segment assets are not separately monitored, as the CODM focuses on cash and expense impact. Refer to Note 16, Segment Information, for additional disclosures regarding the Company’s single reportable segment, including segment net loss and significant expense categories.

Summary of Significant Accounting Policies

Cash, Cash Equivalents, Restricted Cash, and Concentration of Credit Risk

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents consisted of cash on deposit with banks denominated in U.S. dollars and investments in money market funds.

F-9

Restricted cash represents cash held to support letters of credit related to certain operating leases and is classified within other current or non-current assets on the Consolidated Balance Sheets based on the expected timing of release.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the Consolidated Balance Sheets that total the same such amounts shown in the Consolidated Statements of Cash Flows:

December 31,

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and restricted cash. The Company maintains its cash, cash equivalents, and restricted cash with multiple accredited financial institutions. Deposits held with these institutions may exceed federally insured limits. The Company has not experienced any losses related to these accounts and does not believe it is exposed to significant credit risk beyond the normal risks associated with commercial banking relationships.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from three to five years, depending on the nature of the asset. Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the remaining lease term.

Construction-in-progress reflects amounts incurred for property and equipment that have not yet been placed in service and, accordingly, are not depreciated or amortized until the related assets are ready for their intended use.

Expenditures for major renewals and improvements that extend the useful life of an asset or increase its functionality are capitalized when they meet the Company’s capitalization criteria. Routine maintenance and minor repairs that do not extend the useful life of an asset are expensed as incurred.

Upon retirement or disposal of property and equipment, the cost of the asset and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Long-Lived Assets

The Company reviews long-lived assets, which consist primarily of property and equipment, for impairment in accordance with ASC 360, Property, Plant, and Equipment. Long-lived assets are evaluated for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent.

Recoverability is assessed by comparing the carrying amount of the asset group to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized and measured as the amount by which the carrying amount exceeds the asset group’s fair value. Fair value is determined using valuation techniques consistent with ASC 820, Fair Value Measurement, which may include market and income approaches, as appropriate.

Changes in estimates of useful lives or residual values are accounted for prospectively and result in adjustments to depreciation or amortization expense over the remaining useful lives of the related assets.

No impairment losses were recognized during the years ended December 31, 2025 and 2024.

Fair Value Measurements

The Company measures certain financial instruments at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement and is determined based on assumptions that market participants would use in pricing an asset or liability.

The Company’s financial instruments measured at fair value consist solely of cash equivalents, which are valued using quoted prices in active markets. Accordingly, these instruments are classified within Level 1 of the fair value hierarchy. The Company does not have any financial instruments classified within Level 2 or Level 3 of the fair value hierarchy.

A three-level fair value hierarchy has been established to prioritize the inputs used in measuring fair value as follows:

F-10

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or valuations with significant inputs that are observable, either directly or indirectly.

Level 3 — Valuations that require inputs that are both significant to the fair value measurement and unobservable.

Financial instruments are classified in their entirety within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). The Company’s leases primarily consist of real estate and laboratory equipment. At lease inception, the Company determines whether an arrangement contains a lease and classifies it as either an operating or finance lease. The Company’s operating and finance lease assets are included in right-of-use assets, net, and the current and non-current portions of the lease liabilities are included in lease liabilities and lease liabilities, non-current, respectively, on the Consolidated Balance Sheets. Right-of-use assets and lease liabilities are initially measured at the present value of future lease payments over the lease term, including fixed payments and certain in-substance fixed payments. Right-of-use assets are based on the corresponding lease liability, adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. Variable lease payments that do not depend on an index or rate are excluded from the measurement of lease liabilities and are recognized as expense as incurred.

The Company does not account for renewals or early terminations unless it is reasonably certain that such options will be exercised at lease commencement. Lease modifications are accounted for in accordance with ASC 842 when the modification results in a separate contract or a remeasurement of the existing lease. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component for both operating and finance leases.

Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the leased asset. The discount rate used to calculate the present value of lease liabilities is either the rate explicitly stated in the lease for finance leases or the Company’s incremental borrowing rate at the lease commencement date. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. In determining the incremental borrowing rate, the Company considers factors including its credit rating, interest rates for similar debt instruments of entities with comparable credit ratings, the lease term, and the currency in which the lease is denominated.

The Company has elected the practical expedient to not recognize leases with a lease term of twelve months or less (“short-term leases”) on the balance sheet. Lease payments for such short-term leases are recognized as expense on a straight-line basis over the lease term.

Refer to Note 10, Leases, for additional information.

Research and Development Expenses

The Company expenses research and development costs as incurred in accordance with ASC 730, Research and Development. These costs primarily support discovery activities and the development of the Company’s product candidates and technology platform, including preclinical and clinical development of its development programs. Expenses include fees paid to third parties and contract research organizations (“CROs”), costs to manufacture materials for studies and trials, including payments to contract development and manufacturing organizations (“CDMOs”), and employee-related costs such as salaries, bonuses, benefits, and stock-based compensation. The Company also includes facilities-related costs, depreciation, and other direct or allocated expenses for rent, maintenance, and utilities, as well as licensing and license maintenance fees under agreements with no alternative future use and costs incurred to meet regulatory requirements.

The Company accrues expenses for research and development activities performed by third parties based on the level of services performed, the progress of studies (including the phase or completion of events), and contracted costs. Estimated costs of research and development provided but not yet invoiced are recorded in accrued expenses and other current liabilities on the Consolidated Balance Sheets. Accruals are adjusted as actual timing of services or levels of effort differ from estimates. Payments made to third parties in advance of the related services are recorded as prepaid expenses until the services are rendered. The Company estimates the period over which such services will be performed based on the terms of the agreements and the level of effort expected in each period.

F-11

Stock-Based Compensation Valuation and Expense

The Company measures all stock options and other stock-based awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award, in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”) . Restricted stock units (“RSUs”) are measured and recognized over the vesting period based on the quoted market price of the Company’s common stock on the grant date.

The Company utilizes the Black-Scholes-Merton (“BSM”) option pricing model to determine the estimated fair value of stock options granted to employees and non-employees, including directors. In addition to the fair value of the Company’s common stock, the BSM model requires several key assumptions:

•

Expected Term—The expected life represents the period of time that the stock options are expected to be outstanding. Because the Company does not have substantial historical exercise behavior, it determines the expected term in accordance with the simplified method, which is an average of the contractual term of the stock option and its vesting period.

•

Expected Volatility— The estimated volatility is determined by evaluating the average historical volatility of a peer group of companies for the period preceding the stock option grant for a term that is approximately equal to the stock options’ expected term.

•

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with a term that is equal to the stock options’ expected term at the grant date.

•

Expected Dividend—The expected dividend yield is assumed to be zero as the Company has not declared or paid dividends to date and does not anticipate declaring dividends for the foreseeable future.

The Company accounts for forfeitures as they occur. Stock-based compensation expense is recorded in research and development expense or general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss, based on the employee or non-employee’s functional role within the Company. See Note 8, Equity Incentive Plans, for additional information.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determined deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Refer to Note 13, Income Taxes, for further information.

Net Loss per Share

Basic and diluted net loss per common share is calculated in accordance with ASC 260, Earnings per Share, by dividing net loss by the weighted-average number of common shares outstanding during the period. Potentially dilutive securities, including stock options and restricted stock units, are excluded from the computation of diluted net loss per share because their effect would be anti-dilutive for all periods presented. Refer to Note 9, Net Loss per Share, for the detailed computation of basic and diluted net loss per share and information regarding the potentially dilutive securities excluded from the computation.

Comprehensive Loss

Comprehensive loss is determined in accordance with ASC 220, Comprehensive Income, and includes net loss and other changes in stockholders’ equity resulting from transactions and economic events other than those with stockholders. For the Company, comprehensive loss consists of net loss plus foreign currency translation adjustments for all periods presented.

F-12

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) (“ASU 2023-09”), which enhances the income tax disclosure requirements for public entities on an annual basis. Under ASU 2023-09, public entities will be required to disclose in their rate reconciliation, on an annual basis, both percentages and amounts in their reporting currency for certain categories in a tabular format, with accompanying qualitative disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted ASU 2023-09 during the year ended December 31, 2025. The adoption of this standard impacted the Company’s disclosures but did not have a material impact on its consolidated financial statements, results of operations, or financial position.

Recently Issued Accounting Standards Not Yet Adopted

In January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires disaggregated disclosure of certain income statement captions within the footnotes to the financial statements. ASU 2025-01 requires adoption of the amendments of ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270) (“ASU 2025-11”) to clarify the applicability of ASC 270 and improve the organization of the guidance. The ASU clarifies when an entity is subject to interim reporting requirements and establishes disclosure principles for material events occurring since the end of the most recent annual reporting period. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-12, Improvements to Accounting Standards Codification (“ASU 2025-12”), which addresses stakeholder suggestions and makes incremental improvements to U.S. GAAP. The amendments clarify guidance, correct errors, and make minor improvements to the Accounting Standards Codification. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

3. Merger

As described in Note 1, Nature of the Business, the Company completed its Merger with AVROBIO on June 20, 2024. The Merger was accounted for as a reverse recapitalization in accordance with GAAP, with Legacy Tectonic as the accounting acquirer of AVROBIO. At the effective time of the Merger, substantially all the assets of AVROBIO consisted of cash and cash equivalents, as well as other nominal assets. Under such reverse recapitalization accounting, the assets and liabilities of AVROBIO were recorded at their fair value at the effective time of the Merger, which approximated book value due to the short-term nature. No goodwill or intangible assets were recognized. Consequently, the consolidated financial statements of the Company reflect the historical operations of Legacy Tectonic for accounting purposes together with the issuance of shares to the former shareholders of AVROBIO, the legal acquirer, and a recapitalization of the equity of Legacy Tectonic, the accounting acquirer. The exchange ratio was retroactively applied to all outstanding common shares, convertible preferred shares, stock options and restricted stock of Legacy Tectonic.

As part of the recapitalization, Legacy Tectonic recognized the assets and liabilities listed below:

Cash and cash equivalents $ 85,230

Prepaid expenses and other current assets 319

Accounts payable (1,988 )

Accrued expenses and other current liabilities (5,405 )

Net assets acquired $ 78,156

The Company incurred transaction costs of $9.3 million which was recorded as a reduction to additional paid-in capital in the Consolidated Balance Sheet for the year ended December 31, 2024.

F-13

4. FAIR VALUE MEASUREMENTS

The following tables present information about financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

Level 1 Level 2 Level 3 Total

Assets:

Cash equivalents:

Level 1 Level 2 Level 3 Total

Assets:

Cash equivalents:

Money market funds are included in cash and cash equivalents on the Consolidated Balance Sheets and are measured at fair value on a recurring basis. These instruments are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical assets.

There were no transfers between the Level 1, Level 2 or Level 3 categories during the years ended December 31, 2025 and 2024.

The carrying amounts reflected in the Company's Consolidated Balance Sheets for prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values, due to their short-term nature.

SAFE Liabilities

From October through December 2023, Legacy Tectonic entered into multiple SAFE agreements with certain existing investors and received proceeds of $34.1 million. Prior to redemption, the SAFE liabilities were valued using a probability weighted scenario analysis and discount rates derived by application of the build-up method to reflect the cost of equity. The valuation model required a variety of inputs, including the probability of occurrence of events that would trigger conversion or redemption of the SAFEs, the expected timing of such events, and a discount rate.

Upon the closing of the Merger, the principal balance of the SAFE instruments was automatically redeemed for 2,752,216 shares of Legacy Tectonic common stock at the conversion price of $12.40 per share immediately prior to the Merger closing. As such the valuation inputs utilized to adjust the SAFE liability to fair value upon the closing of the Merger was $12.40. At closing, shares of Legacy Tectonic common stock issued pursuant to the redemption of Legacy Tectonic SAFEs were converted into 1,470,839 shares of AVROBIO common stock based on the Exchange Ratio, pursuant to the Merger Agreement. No level 3 instruments remain outstanding after the Merger.

The following table presents activity for the SAFE liabilities that were measured at fair value using significant unobservable Level 3 inputs during the year ended December 31, 2024:

SAFE Liabilities

Fair value adjustments 3,610

Balance as of December 31, 2024 $ —

F-14

5. PROPERTY and EQUIPMENT, NET

Property and equipment, net is comprised of the following:

Office equipment, furniture and fixtures 281 281

Leasehold improvements 25 25

Less: accumulated depreciation (3,407 ) (2,745 )

Property and equipment, net $ 1,185 $ 2,151

Depreciation expense was $1.0 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively, and is primarily attributable to research and development activities.

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities is comprised of the following:

Accrued compensation and related expenses $ 4,110 $ 3,585

Accrued research and development expenses 2,301 2,787

Total accrued expenses and other current liabilities $ 7,340 $ 7,850

7. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 150,000,000 shares of common stock at a par value of $0.0001 per share. Holders of voting common stock are entitled to one vote per share. In addition, holders of voting common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors. As of December 31, 2025, no dividends have been declared.

The Company reserved common stock for future issuance as follows:

Preferred Stock

The Company is authorized to issue 10,000,000 shares of undesignated preferred stock at a par value of $0.0001 per share, however no such shares were issued or outstanding as of December 31, 2025.

Convertible Preferred Stock

Prior to the conversion upon the closing of the Merger, Legacy Tectonic issued Series A-1, A-2, A-3 and A-4 convertible preferred stock (the “Convertible Preferred Stock”). Upon the closing of the Merger, all outstanding shares of the Convertible Preferred Stock were converted into 3,647,675 shares of common stock. No shares of Convertible Preferred Stock are authorized for issuance as of December 31, 2025.

Changes in Capital Structure

F-15

In February 2025, the Company entered into a securities purchase agreement (the “Private Placement”) pursuant to which the Company issued an aggregate of 3,689,465 shares of common stock, at a price of $50.00 per share to institutional accredited investors and $54.14 per share to individual accredited investors that are either an officer or director of the Company. The net proceeds from the Private Placement were approximately $173.1 million.

Upon the closing of the Merger as described in Note 3, Merger, all outstanding shares of convertible preferred stock were converted into an aggregate of 3,647,675 shares of the Company’s common stock and $80.6 million of mezzanine equity was reclassified to common stock and additional paid-in capital. As of December 31, 2024, there were no shares of convertible preferred stock issued or outstanding.

Upon the closing of the Merger, the principal balance of the SAFE instruments was automatically redeemed for 2,752,216 shares of Legacy Tectonic common stock at the conversion price of $12.40 per share immediately prior to the Merger closing. At closing, shares of Legacy Tectonic common stock issued pursuant to the redemption of Legacy Tectonic SAFEs were converted into 1,470,839 shares of common stock based on the Exchange Ratio, pursuant to the Merger Agreement.

Concurrently with the closing of the Merger, on June 20, 2024, certain investors completed the purchase of shares of Legacy Tectonic common stock pursuant to the Subscription Agreement at a price of $12.40 per share for an aggregate purchase price of $96.6 million. The shares of Legacy Tectonic common stock that were issued pursuant to the Subscription Agreement were converted into 4,163,606 shares of common stock upon the closing of the Merger based on the exchange ratio, pursuant to the Merger Agreement.

8. EQUITY INCENTIVE PLANS

2019 Equity Incentive Plan

The Legacy Tectonic 2019 Equity Incentive Plan (the “2019 Plan”) provides employees, consultants and advisors and non-employee members of the Board of Directors with the opportunity to receive grants of stock options, stock awards and equity awards. Following the effectiveness of the 2024 Equity Incentive Plan as described below, no further grants are to be made under the 2019 Plan; however, outstanding equity awards granted under the 2019 Plan continue to be governed by the terms of the 2019 Plan.

2024 Equity Incentive Plan

On June 20, 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”) which became effective upon completion of the Merger. The 2024 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, consultants, and non-employee directors of the Company. The number of shares of common stock available for issuance under the 2024 Plan will automatically increase on January 1st of each year through January 1, 2034, in an amount equal to the lesser of (a) 5% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase, or (b) an amount determined by the Board of Directors. On January 1, 2026, the number of shares of common stock available for issuance under the 2024 Plan automatically increased by 936,912 shares.

2024 Employee Stock Purchase Plan

On June 20, 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “ESPP”), which became effective upon completion of the Merger. The number of shares of our common stock available for issuance under the ESPP will automatically increase on January 1st of each year through 2034, in an amount equal to the lesser of (a) 1% of the total number of shares of common stock issued and outstanding determined as of the day prior to such increase, (b) a number of shares qual to three times the initial share reserve , or (c) an amount determined by the Board of Directors. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 187,382 shares. No offering periods under the ESPP have been initiated as of December 31, 2025.

Stock Options

Stock options granted to employees generally vest over a four-year period in multiple tranches and have a contractual term of ten years. Options granted to the Board of Directors generally vest over a one-year period.

The following table summarizes the stock option activity under the 2019 Plan and 2024 Plan for the year ended December 31, 2025:

F-16

Outstanding Options

During the years ended December 31, 2025 and 2024, the Company granted options with a weighted-average grant-date fair value of $29.04 and $14.90 per share, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $3.2 million and $5.6 million, respectively.

The following table summarizes the stock option activity for the options that were assumed from AVROBIO upon the Merger closing for the year ended December 31, 2025:

Outstanding Options

Outstanding as of December 31, 2025 — $ — $ —

Options vested and exercisable as of December 31, 2025 — $ — $ —

Options vested and expected to vest as of December 31, 2025 — $ — $ —

As of December 31, 2025, no unexercised or outstanding stock options related to the Merger remain.

Fair Value of Stock Options Granted

The Company utilizes the BSM option-pricing model to determine the fair value of stock options granted.

The following table summarizes the assumptions used for estimating the fair value of stock options granted under the BSM option-pricing model:

Year Ended December 31,

Expected dividend yield 0% 0%

Restricted Stock Units

Restricted stock units (“RSUs”), which are granted to employees, generally vest over a three-year period. The value of an RSU award is based on the quoted market price of the Company's stock on the grant date. The shares underlying the RSUs are not issued until the RSUs vest. The following table summarizes the RSU activity for the year ended December 31, 2025:

F-17

Outstanding RSUs

Restricted stock units vested (7,561 ) 44.08

Restricted stock units forfeited (2,129 ) 48.01

During the years ended December 31, 2025 and 2024, the Company granted RSUs with a weighted-average grant date fair value of $36.13 and $44.62 per unit, respectively. The total fair value of RSUs vested during the year ended December 31, 2025 was $0.1 million. No RSUs vested during the year ended December 31, 2024.

Upon vesting of RSUs, the Company withholds shares with a fair value equal to the minimum statutory tax withholding requirements. During the year ended December 31, 2025, 859 shares were withheld for tax purposes. Shares withheld are accounted for as a reduction of additional paid-in capital within stockholders’ equity.

Stock-Based Compensation Expense

The following table is a summary of stock-based compensation expense recognized by function:

Year Ended December 31,

General and administrative $ 6,003 $ 2,309

Total stock-based compensation expense $ 10,497 $ 3,491

The following table summarizes the unrecognized compensation expense and the weighted-average remaining period over which it is expected to be recognized, by type of award:

Unamortized Expense Weighted Average Remaining Recognition Period (Years)

Modification of Certain Stock Options

In July 2024, the Company entered into a separation agreement with the Company’s Chief Operating Officer (the “Former Executive”). As part of the termination of employment, the Former Executive served as an advisor to the Company through March 31, 2025 (“Consulting Period”) on an as needed basis. Pursuant to the separation agreement, certain modifications to the Former Executive’s vested and non-vested stock option awards were executed including continued vesting of options during the Consulting Period and the extension of the post-termination exercise period of certain stock option awards. The services performed during the Consulting Period do not qualify as substantive services under ASC 718, Compensation—Stock Compensation; therefore, the continued vesting of these awards represents a modification to the original award. During the year ended December 31, 2024, the Company recorded the incremental stock-based compensation expense of $0.4 million for the modification of the stock options of the Former Executive. This amount is included in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss.

9. Net loss per share

The following table summarizes the computation of basic and diluted net loss per share:

F-18

Year Ended December 31,

Numerator:

Denominator:

Net loss per share, basic and diluted $ (4.05 ) $ (6.83 )

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

As of December 31,

10. Leases

The Company has lease obligations, including amounts due on leases of certain laboratory equipment and office and laboratory space under the terms of non-cancelable operating and finance leases.

Office and Laboratory Facilities Lease

In November 2020, the Company executed a facilities lease agreement to occupy approximately 19,000 square feet of office and laboratory space, which was subsequently amended on April 21, 2022. The lease requires the Company to pay fixed base rent, which is included in the measurement of the lease, as well as its proportionate share of the facilities operating expenses, which are treated as variable lease costs based on the Company’s election to combine lease and associated non-lease components and are excluded from the measurement of the lease. The lease expires on January 31, 2026, and, consistent with the Company’s current facilities plan noted below, will not be renewed. Operating lease cost is allocated between research and development and general and administrative expenses based on the usage of the leased facilities. The Company recognizes variable lease costs for operating leases, including its proportionate share of facilities operating expenses. These costs are excluded from the measurement of the lease liability. The reported lease term excludes the Company’s renewal options under its office and laboratory lease agreements, as the Company does not consider it reasonably certain to exercise the options.

The Company also has a limited operating lease arrangement for laboratory space that provides the right to use designated research premises through December 31, 2026. The Company initially entered into the lease in December 2023 for a one-year term. The lease term has subsequently been extended pursuant to amendments executed in the ordinary course of business, including an amendment entered into in December 2025 that extended the term through December 31, 2026. The Company has recognized a corresponding right-of-use asset and lease liability of $0.8 million on its Consolidated Balance Sheet related to this arrangement. The lease requires the Company to pay fixed base rent, which is included in the measurement of the lease liability.

Laboratory Equipment Leases

The Company has entered into various financing leases for laboratory equipment used in research and development activities.

Future Lease Commencements

In September 2025, the Company entered into a non-cancelable operating lease for office and laboratory space in Watertown, Massachusetts. The total future minimum lease payments under this agreement are approximately $5.3 million over the lease term of three years. As of December 31, 2025, the lease has not yet commenced, and therefore no right-of-use asset or lease liability has been recognized on the Company’s Consolidated Balance Sheet. The lease will be recorded on the balance sheet upon commencement in January 2026, at which time the Company will recognize a right-of-use asset and corresponding lease liability based on the present value of lease payments over the lease term.

F-19

The following table summarizes the components of lease costs for the years ended December 31, 2025 and 2024:

TECX US Equity

TECX · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

Item 15. Exhibits, Financial Statement Schedules.

Item 16. Form 10-K Summary

TECX US Equity☆

TECX · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

Item 15. Exhibits, Financial Statement Schedules.

Item 16. Form 10-K Summary

TECX US Equity