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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ 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 001-37766 INTELLIA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 36-4785571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 Erie Street, Suite 130 Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code) (857) 285-6200 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Trade Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share NTLA The Nasdaq Global Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 ☒ 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 ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 ☐ Smaller reporting company ☐ 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately $1,182,698,098 as of June 30, 2020 (based on a closing price of $21.02 per share as quoted by the Nasdaq Global Market as of such date). In determining the market value of non-affiliate common stock, shares of the registrants common stock beneficially owned by officers, directors and affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had 67,726,345 shares of Common Stock, $0.0001 par value per share, outstanding as of February 19, 2021. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrants definitive Proxy Statement for its 2021 annual meeting of shareholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrants fiscal year end of December 31, 2020. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. Intellia Therapeutics, Inc. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2020 Table of Contents Item No. PART I Page Item 1. Business............................................................................................................................................... 6 Item 1A. Risk Factors......................................................................................................................................... 38 Item 1B. Unresolved Staff Comments ............................................................................................................... 86 Item 2. Properties............................................................................................................................................. 86 Item 3. Legal Proceedings ............................................................................................................................... 86 Item 4. Mine Safety Disclosures...................................................................................................................... 87 PART II Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................................................................................................. 88 Item 6. Selected Financial Data....................................................................................................................... 90 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations ............. 91 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................................................. 100 Item 8. Financial Statements and Supplementary Data................................................................................... 100 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............. 100 Item 9A. Controls and Procedures...................................................................................................................... 100 Item 9B. Other Information................................................................................................................................ 103 PART III Item 10. Directors, Executive Officers and Corporate Governance.................................................................. 104 Item 11. Executive Compensation..................................................................................................................... 104 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters................................................................................................................................................. 104 Item 13. Certain Relationships and Related Transactions, and Director Independence.................................... 104 Item 14. Principal Accounting Fees and Services ............................................................................................. 104 PART IV Item 15. Exhibits, Financial Statement Schedules............................................................................................. 105 Item 16. Form 10-K Summary........................................................................................................................... 105 Signatures 2 Forward-looking Information This Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These statements may be identified by such forward-looking terminology as may, should, expects, intends, plans, anticipates, believes, estimates, predicts, potential, continue or the negative of these terms or other comparable terminology. Our forward- looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward- looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding: • our ability to execute our clinical study strategy for NTLA-2001, our program for the treatment of transthyretin amyloidosis; • the anticipated timing of preclinical studies, manufacturing activities, our investigational new drug application (IND) or equivalent regulatory filing, and clinical studies for NTLA-5001, our program for the treatment of acute myeloid leukemia; • the anticipated timing of preclinical studies, manufacturing activities, our IND application or equivalent regulatory filing, and clinical studies for NTLA-2002, our program for the treatment

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