Biomea Fusion, Inc. Commitments Disclosure

Note 8. Commitments and Contingencies

Operating Leases

The Company leases its headquarters with its main office in San Carlos, California.

In September 2022, the Company entered into a thirty-month sub-lease agreement for office space located at 900 Middlefield Road, 4th Floor, Redwood City, California, which commenced in January 2023 and expired in July 2025. In connection with the sub-lease expiration, the security deposit of $2.1 million was returned to the Company and recorded as part of cash and cash equivalents at December 31, 2025.

In November 2021, the Company entered into a four-year lease for additional lab space located at 1585 Industrial Road, San Carlos, California which commenced in January 2023 and expires in January 2027. Under the provisions of the agreement, upon the commencement date, the term of the lab space located at 1599 Industrial Road, San Carlos, California (1599 lease), was also extended from April 2026 to January 2027. The lease included a renewal option for an additional five years until January 2032, which had initially been included in the determination of the right-of-use asset at inception. As the term of the 1599 lease was extended, this did not result in a separate contract, accordingly, the Company re-measured the right-of-use asset and lease liability totaling to $7.8 million under one lease, discounted at 11.4%, the Company’s estimated incremental borrowing rate. In addition, the lease included a lease incentive in the form of a tenant improvement allowance of up to $1.5 million.

In November 2023, the Company submitted a claim of approximately $1.5 million against tenant improvement allowance reimbursement in connection with its operating lease for lab space located at 1585 Industrial Road, San Carlos, California which was received in January 2024. Of the total reimbursement, approximately $0.4 million constitutes a loan required to be repaid in the form of additional lease payments over the remaining original lease term at an annual interest rate of 7%. The Company has determined that impact of the remeasurement to be immaterial.

During 2025, the Company identified a significant change in circumstances within its control related to the permanent shutdown of laboratory operations (see Note 4). The shutdown was limited to laboratory activities, and the facility continues to be used for administrative and other operational purposes. As a result of this change in circumstances, the Company reassessed whether it was reasonably certain to exercise a renewal option associated with its laboratory facility lease and concluded that it was no longer reasonably certain to exercise the option.

Accordingly, the Company reassessed the lease term and incremental borrowing rate, and re-measured the related operating lease right-of-use asset and lease liability in accordance with ASC 842. The remeasurement resulted in a reduction of the operating lease liability of $5.1 million and a corresponding reduction of the right-of-use asset of approximately $5.0 million. The lease liability was re-measured using an updated incremental borrowing rate of approximately 8.1%, determined as of the modification date based on the remaining lease term and prevailing U.S. Treasury yields adjusted for a market-based credit spread reflective of the Company’s credit risk.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2025, 2024, and 2023, and to the best of its knowledge, no material legal proceedings are currently pending or threatened.

Indemnification

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material.

The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance.