10. Commitments and Contingencies

Litigation

On January 20, 2023, a purported stockholder of the company filed a securities class action lawsuit against the company and certain officers captioned Hadian v. Fate Therapeutics, Inc. et al. in the U.S. District Court for the Southern District of California (the Securities Action). On May 4, 2023, the court appointed a different purported stockholder of the company to serve as lead plaintiff in the Securities Action. On July 24, 2023, the lead plaintiff filed an amended complaint. The amended complaint alleged that the company violated the federal securities laws by making allegedly false and/or misleading statements and/or omissions in the public disclosures dating back to August 2020 relating to the collaboration agreement with Janssen Biotech, Inc. (the Janssen Agreement), potential product candidates subject to the Janssen Agreement, and the termination of the Janssen Agreement. On September 22, 2023, the Company filed a motion to dismiss the amended complaint. On September 19, 2024, the court granted the motion to dismiss the amended complaint, with leave for plaintiff to file a second amended complaint. On October 18, 2024, the lead plaintiff filed a second amended complaint alleging substantially similar facts and claims as in the prior amended complaint. The Company filed a motion to dismiss the second amended complaint on November 18, 2024. On September 22, 2025, the court granted the motion to dismiss the second amended complaint, with leave for plaintiff to file a third amended complaint. On October 17, 2025, the plaintiff filed a third amended complaint. The Company filed a motion to dismiss the third amended complaint on November 17, 2025. Plaintiff filed an opposition brief on December 18, 2025. On September 24, 2026, the court denied the motion to dismiss and permitted claims concerning four alleged misstatements made in 2022 to proceed. The Company filed an answer to the third amended complaint on October 8, 2026. The parties are currently in the early stages of discovery.

On June 2, 2023, a derivative complaint, captioned Guarino v. Wolchko, et al., was filed by a purported stockholder of the Company in the U.S. District Court for the Southern District of California (the Guarino Action). On June 12, 2024, an additional derivative complaint, captioned Horrobin v. Wolchko, et al., was filed by a purported stockholder of the Company in the same district (the Horrobin Action). On December 2, 2024, the court entered an order consolidating the Guarino Action and the Horrobin Action under the caption In re Fate Therapeutics, Inc. Derivative Litigation (the Derivative Action) and staying the Derivative Action pending the court’s decision on the motion to dismiss the second amended complaint in the Securities Action. On September 22, 2025, the stay of the consolidated case automatically expired when the decision dismissing the second amended complaint in the Securities Action was issued. On October 24, 2025, the court extended the stay pending the court’s decision on the Company’s anticipated motion to dismiss the third amended complaint. On September 24, 2026, the renewed stay of the Derivative Action automatically expired when the decision denying the motion to dismiss the third amended complaint in the Securities Action was issued. On October 27, 2026, at the request of the parties, the court entered a further order staying that Derivative Action until the earliest of: (i) the public announcement of any settlement in the Securities Action or (ii) final resolution of the Securities Action and exhaustion of all related appeals. The Derivative Action names members of the board of directors and certain officers as defendants. We are also named as a nominal defendant. The plaintiffs in the Derivative Actions assert derivative claims arising out of substantially the same alleged facts and circumstances as the Securities Action. The Guarino complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violation of federal securities laws. The Horrobin complaint asserts substantially similar claims in addition to a claim of breach of fiduciary duty for insider trading.

On December 17, 2025, a derivative complaint, captioned West v. Wolchko, et al., was filed by a purported stockholder of the Company in the Court of Chancery of the State of Delaware (the West Action). The West Action names certain current and former members of the board of directors and certain current and former officers as defendants. We are also named as a nominal defendant. The plaintiff in the West Action asserts derivative claims for breach of fiduciary duty and insider trading arising out of substantially the same alleged facts and circumstances as the Securities Action. On January 16, 2026, the court entered an order staying the West Action. On September 24, 2026, the stay of the West Action automatically expired when the decision denying the motion to dismiss the third amended complaint in the Securities Action was issued. On October 28, 2026, at the request of the parties, the court entered a further order staying the West Action until the earliest of: (i) the public announcement of any settlement in the Securities Action; (ii) final resolution of the Securities Action and exhaustion of all related appeals; or (iii) any of the parties giving ten (10) days’ written notice that they no longer consent to the stay.

Given the uncertainty of litigation and the preliminary stage of the cases, an estimate cannot be made for the outcome of the foregoing actions or estimate the reasonable possible loss or range of loss that may result from the above.