Stockholders' Equity

3 Months Ended

Mar. 31, 2026

Temporary Equity Disclosure [Abstract]

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through March 31, 2026.

On April 4, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) under which we may offer and sell up to $150.0 million of shares of our common stock from time to time through an “at the market” offering program under which TD Cowen will act as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, TD Cowen may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, including the prospectus supplement contained therein, which was declared effective by the SEC on April 14, 2025. As of December 31, 2025, the Company had fully utilized the entire capacity under the Sales Agreement.

Common stock reserved for future issuance consist of the following:


			March 31, 2026
Common stock options granted and outstanding			4,755,322
Shares available for issuance under incentive plans			2,356,292
Shares available for issuance under the ESPP			804,510
Restricted stock units granted and outstanding			197,778
Common stock warrants outstanding			163,769

Share-Based Compensation

Share-based compensation expense was as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of sales	$	25	$	—
Selling, general and administrative	4,294		1,902
Research and development	—		653
Total	$	4,319	$	2,555

LENZ Therapeutics, Inc. 10-Q