fhtx-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 10-Q

_____________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39634

______________________

Foghorn Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________


Delaware (State or other jurisdiction of incorporation or organization)			47-5271393 (I.R.S. Employer Identification No.)

99 Coolidge Avenue, Suite 500 Watertown, Massachusetts (Address of principal executive offices)			02472 (Zip Code)

Registrant’s telephone number, including area code: 617-586-3100

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

FHTX

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 30, 2026, the registrant had 58,713,922 shares of common stock, $0.0001 par value per share, outstanding.


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	87,663	$	80,876
Marketable securities	95,968		78,018
Restricted cash	1,250		1,250

Prepaid expenses and other current assets	3,183		3,091
Total current assets	188,064		163,235
Property and equipment, net	1,712		1,915
Restricted cash	2,000		2,000
Other assets	3		4
Operating lease right-of-use assets	30,388		30,949
Total assets	$	222,167	$	198,103
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,317	$	4,266
Accrued expenses and other current liabilities	6,924		11,357
Operating lease liabilities	1,863		923
Deferred revenue	52,300		43,192
Total current liabilities	64,404		59,738
Operating lease liabilities, net of current portion	40,131		40,347
Deferred revenue, net of current portion	193,587		205,962
Other liabilities	453		556
Total liabilities	298,575		306,603
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at March 31, 2026 and December 31, 2025; no shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value; 175,000,000 shares authorized at March 31, 2026 and December 31, 2025; 58,710,490 shares issued and outstanding at March 31, 2026 and 56,657,329 shares issued and outstanding at December 31, 2025	6		6
Additional paid-in capital	576,061		523,937
Accumulated other comprehensive gain (loss)	(133)		24
Accumulated deficit	(652,342)		(632,467)
Total stockholders’ deficit	$	(76,408)	$	(108,500)
Total liabilities and stockholders’ deficit	$	222,167	$	198,103


	Three Months Ended March 31,
		2026		2025
Collaboration revenue		$	3,267	$	5,952
Operating expenses:
Research and development		18,259		21,626
General and administrative		6,581		7,239

Total operating expenses		24,840		28,865
Loss from operations		(21,573)		(22,913)
Other income, net:
Interest income		1,742		2,692
Other income (expense), net		(44)		1,387
Total other income, net		1,698		4,079


Net loss		$	(19,875)	$	(18,834)
Net loss per share attributable to common stockholders—basic and diluted		$	(0.29)	$	(0.30)
Weighted average common shares outstanding—basic and diluted		69,540,075		62,848,673
Comprehensive loss:
Net loss		$	(19,875)	$	(18,834)
Other comprehensive loss:
Unrealized losses on marketable securities		(157)		(121)
Total other comprehensive loss		(157)		(121)
Total comprehensive loss		$	(20,032)	$	(18,955)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount
Balances at December 31, 2025	56,657,329	$	6	$	523,937	$	24	$	(632,467)	$	(108,500)











Issuance of common stock from direct offering, net of offering costs	2,030,314	—		10,213		—		—		10,213
Issuance of pre-funded warrants from direct offering, net of offering costs	—	—		27,271		—		—		27,271
Issuance of series 1 warrants from direct offering, net of offering costs	—	—		2,942		—		—		2,942
Issuance of series 2 warrants from direct offering, net of offering costs	—	—		9,226		—		—		9,226
Issuance of common stock upon exercise of stock options and employee stock purchase plan	22,847	—		89		—		—		89

Stock-based compensation expense	—	—		2,383		—		—		2,383
Unrealized losses on marketable securities	—	—				(157)		—		(157)
Net loss	—	—		—		—		(19,875)		(19,875)
Balances at March 31, 2026	58,710,490	$	6	$	576,061	$	(133)	$	(652,342)	$	(76,408)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Gain		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount
Balances at December 31, 2024	55,594,131	$	6	$	512,515	$	135	$	(558,184)	$	(45,528)












Issuance of common stock upon exercise of stock options and employee stock purchase plan	127,209	—		139		—		—		139
Stock-based compensation expense	—	—		2,692		—		—		2,692
Unrealized losses on marketable securities	—	—		—		(121)		—		(121)
Net loss	—	—		—		—		(18,834)		(18,834)
Balances at March 31, 2025	55,721,340	$	6	$	515,346	$	14	$	(577,018)	$	(61,652)


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value


Commercial paper (due within one year)	57,314		—		(60)		57,254
Corporate notes and bonds (due within one year)	33,771		—		(61)		33,710

Corporate notes and bonds (due after one year through two years)	5,016		—		(12)		5,004
Total	$	96,101	$	—	$	(133)	$	95,968


	Fair Value Measurements at March 31, 2026 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	79,991	$	—	$	—	$	79,991

Commercial paper	—		7,467		—		7,467
Marketable securities:


Commercial paper	—		57,254		—		57,254
Corporate notes and bonds	—		38,714		—		38,714
Total	$	79,991	$	103,435	$	—	$	183,426
	Fair Value Measurements at December 31, 2025 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	56,357	$	—	$	—	$	56,357

Commercial paper	—		24,227		—		24,227
Marketable securities:

U.S. government agencies	—		1,500		—		1,500
Commercial paper	—		35,287		—		35,287
Corporate notes and bonds	—		41,231		—		41,231
Total	$	56,357	$	102,245	$	—	$	158,602


	March 31, 2026		December 31, 2025
Laboratory equipment	$	8,070	$	8,035
Furniture and fixtures	839		839
Computer equipment and software	46		46


	8,955		8,920
Less: Accumulated depreciation and amortization	(7,243)		(7,005)
	$	1,712	$	1,915


	March 31, 2026		December 31, 2025
Accrued external research and development expenses	$	4,316	$	4,194
Accrued employee compensation and benefits	1,514		5,921

Accrued professional fees	657		842

Other	437		400
	$	6,924	$	11,357


	March 31,
	2026	2025
Pre-funded warrants to purchase common stock	11,916,079	7,220,794


	March 31, 2026		December 31, 2025
Weighted-average remaining lease term—operating leases (in years)	9.4		9.7
Weighted-average discount rate—operating leases	7.24	%	7.24	%


Remainder of 2026 (nine months)	$	979
2027	4,280
2028	5,713
2029	6,774
2030	6,977
Thereafter	36,088
Total future minimum lease payments	60,811
Less: imputed interest	(18,453)
Less: lease incentives	(364)
Total operating lease liabilities	$	41,994


		Three Months Ended March 31,
			2026		2025		Change
	(in thousands)
Research and development program expenses:
FHD-286			$	192	$	991	$	(799)
Lilly partnered programs			2,290		4,625		(2,335)
Platform, research and discovery, and unallocated expenses:
Early development and other research external costs			6,001		3,447		2,554
Personnel related (including stock-based compensation)			6,805		7,544		(739)
Facilities and IT related expenses and other			2,971		5,019		(2,048)
Total research and development expenses			$	18,259	$	21,626	$	(3,367)


		Three Months Ended March 31,
			2026		2025		Change
	(in thousands)
Personnel related (including stock-based compensation)			$	4,542	$	4,540	$	2
Professional and consulting			1,380		1,537		(157)
Facilities and IT related expenses and other			659		1,162		(503)
Total general and administrative expenses			$	6,581	$	7,239	$	(658)


Included in the consolidated balance sheets (in thousands):	March 31, 2026
Current operating lease liabilities	$	1,863
Operating lease liabilities, net of current portion	40,131
Total operating lease liabilities	$	41,994


Exhibit Number						Description
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document


	FOGHORN THERAPEUTICS, INC.

Date: May 7, 2026	By:	/s/ Ryan Maynard
		Ryan Maynard Chief Financial Officer (Principal Accounting and Financial Officer)

SEC Form 10-Q filed by Foghorn Therapeutics Inc.