Item 1. Financial Statements
Item 1. Financial Statements
ARCUTIS BIOTHERAPEUTICS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except par value)
(unaudited)
June 30, December 31,
2026 2025
ASSETS
Current assets:
Cash and cash equivalents $ 34,121 $ 42,907
Restricted cash 308 308
Marketable securities 204,431 178,075
Trade receivables, net 155,162 146,229
Inventory 38,879 22,634
Prepaid expenses and other current assets 34,770 21,079
Total current assets 467,671 411,232
Property, plant, and equipment, net 872 1,043
Intangible assets, net 13,687 14,812
Operating lease right-of-use asset 4,253 4,467
Other assets 2,054 1,419
Total assets $ 488,537 $ 432,973
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 6,604 $ 12,528
Current portion of long-term debt, net
6,950 1,000
Accrued and other current liabilities
146,786 116,310
Total current liabilities 160,340 129,838
Operating lease liability, long-term
5,237 5,266
Long-term debt, net 101,950 107,959
Other long-term liabilities
431 431
Total liabilities 267,958 243,494
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $ 0.0001 par value; 300,000 shares authorized at June 30, 2026 and December 31, 2025; 125,591 and 123,333 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
12 12
Additional paid-in capital 1,355,593 1,327,595
Accumulated other comprehensive income (loss) ( 656 ) ( 44 )
Accumulated deficit ( 1,134,370 ) ( 1,138,084 )
Total stockholders’ equity 220,579 189,479
Total liabilities and stockholders’ equity $ 488,537 $ 432,973
See accompanying notes to the condensed consolidated financial statements.
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ARCUTIS BIOTHERAPEUTICS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Product revenue, net $ 129,861 $ 81,504 $ 235,259 $ 145,350
Other revenue — — — 2,000
Total revenues 129,861 81,504 235,259 147,350
Operating expenses:
Cost of sales 10,939 7,492 20,723 16,322
Research and development 20,355 19,453 50,982 36,996
Selling, general and administrative
82,138 69,170 156,214 133,172
Total operating expenses 113,432 96,115 227,919 186,490
Income (loss) from operations 16,429 ( 14,611 ) 7,340 ( 39,140 )
Other income (expense):
Interest income
2,279 2,076 4,554 4,613
Interest expense ( 3,406 ) ( 3,029 ) ( 7,774 ) ( 6,011 )
Other income (expense), net
( 157 ) 20 ( 177 ) 213
Total other income (expense) ( 1,284 ) ( 933 ) ( 3,397 ) ( 1,185 )
Income (loss) before income taxes 15,145 ( 15,544 ) 3,943 ( 40,325 )
Provision for income taxes
136 342 229 621
Net income (loss)
$ 15,009 $ ( 15,886 ) $ 3,714 $ ( 40,946 )
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities ( 96 ) ( 95 ) ( 447 ) ( 232 )
Foreign currency translation adjustment ( 46 ) 200 ( 165 ) 204
Total other comprehensive income (loss) ( 142 ) 105 ( 612 ) ( 28 )
Comprehensive income (loss) $ 14,867 $ ( 15,781 ) $ 3,102 $ ( 40,974 )
Earnings (loss) per share:
Basic
$ 0.11 $ ( 0.13 ) $ 0.03 $ ( 0.32 )
Diluted
$ 0.11 $ ( 0.13 ) $ 0.03 $ ( 0.32 )
Weighted-average shares used in computing earnings (loss) per share:
Basic 130,522 126,997 129,948 126,519
Diluted 135,898 126,997 135,951 126,519
See accompanying notes to the condensed consolidated financial statements.
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ARCUTIS BIOTHERAPEUTICS, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
(unaudited)
Common Stock Additional
Paid-In
Capital Accumulated Other Comprehensive Income (Loss) Accumulated
Deficit Total Stockholders’ Equity
Shares Amount
Balance—December 31, 2025 123,333 $ 12 $ 1,327,595 $ ( 44 ) $ ( 1,138,084 ) $ 189,479
Issuance of common stock upon the exercise of stock options 135 — 1,067 — — 1,067
Issuance of common stock upon the vesting of restricted stock units 1,574 — — — — —
Stock-based compensation expense — — 10,867 — — 10,867
Unrealized gain (loss) on marketable securities — — — ( 351 ) — ( 351 )
Foreign currency translation adjustment — — — ( 119 ) — ( 119 )
Net income (loss) — — — — ( 11,295 ) ( 11,295 )
Balance—March 31, 2026 125,042 12 1,339,529 ( 514 ) ( 1,149,379 ) 189,648
Issuance of common stock upon the exercise of stock options 202 — 1,361 — — 1,361
Issuance of common stock upon the vesting of restricted stock units 258 — — — — —
Shares issued pursuant to the employee stock purchase plan 89 — 1,629 — — 1,629
Stock-based compensation expense — — 13,074 — — 13,074
Unrealized gain (loss) on marketable securities — — — ( 96 ) — ( 96 )
Foreign currency translation adjustment — — — ( 46 ) — ( 46 )
Net income (loss)
— — — — 15,009 15,009
Balance—June 30, 2026 125,591 $ 12 $ 1,355,593 $ ( 656 ) $ ( 1,134,370 ) $ 220,579
See accompanying notes to the condensed consolidated financial statements.
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ARCUTIS BIOTHERAPEUTICS, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
(unaudited)
Common Stock Additional
Paid-In
Capital Accumulated Other Comprehensive Income (Loss) Accumulated
Deficit Total Stockholders’ Equity
Shares Amount
Balance—December 31, 2024 117,848 $ 12 $ 1,279,479 $ ( 7 ) $ ( 1,121,943 ) $ 157,541
Issuance of common stock upon the exercise of stock options 110 — 395 — — 395
Issuance of common stock upon the vesting of restricted stock units 1,180 — — — — —
Stock-based compensation expense — — 9,915 — — 9,915
Unrealized gain (loss) on marketable securities — — — ( 137 ) — ( 137 )
Foreign currency translation adjustment — — — 4 — 4
Net income (loss)
— — — — ( 25,060 ) ( 25,060 )
Balance—March 31, 2025 119,138 12 1,289,789 ( 140 ) ( 1,147,003 ) 142,658
Issuance of common stock upon the exercise of stock options 19 — 61 — — 61
Issuance of common stock upon the vesting of restricted stock units 522 — — — — —
Shares issued pursuant to the employee stock purchase plan 119 — 1,319 — — 1,319
Stock-based compensation expense — — 10,717 — — 10,717
Unrealized gain (loss) on marketable securities — — — ( 95 ) — ( 95 )
Foreign currency translation adjustment — — — 200 — 200
Net income (loss)
— — — — ( 15,886 ) ( 15,886 )
Balance—June 30, 2025 119,798 $ 12 $ 1,301,886 $ ( 35 ) $ ( 1,162,889 ) $ 138,974
See accompanying notes to the condensed consolidated financial statements.
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ARCUTIS BIOTHERAPEUTICS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Six Months Ended June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,714 $ ( 40,946 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense 23,452 20,267
Amortization of intangible assets 1,125 3,542
Non-cash interest expense 941 846
Net accretion on marketable securities
( 405 ) ( 1,554 )
Other non-cash items, net
491 348
Changes in operating assets and liabilities:
Accounts receivable, net ( 8,934 ) ( 33,621 )
Inventory ( 15,756 ) ( 1,433 )
Prepaid expenses and other current assets ( 14,274 ) 1,018
Accounts payable ( 5,923 ) 863
Accrued liabilities 30,723 21,018
Operating lease liabilities ( 276 ) ( 404 )
Net cash provided by (used in) operating activities 14,878 ( 30,056 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities ( 127,744 ) ( 89,262 )
Proceeds from maturities and sales of marketable securities 101,346 129,121
Milestone payment for intangible asset
— ( 10,000 )
Purchases of property and equipment ( 158 ) ( 686 )
Net cash provided by (used in) investing activities
( 26,556 ) 29,173
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock upon exercise of stock options 2,428 456
Proceeds from issuance of common stock pursuant to employee stock purchase plan
1,629 1,319
Payment of debt prepayment penalty ( 1,000 ) —
Net cash provided by financing activities 3,057 1,775
Effect of exchange rate changes on cash ( 165 ) 204
Net increase (decrease) in cash, cash equivalents, and restricted cash
( 8,786 ) 1,096
Cash, cash equivalents, and restricted cash at beginning of period 43,215 71,952
Cash, cash equivalents, and restricted cash at end of period $ 34,429 $ 73,048
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest expense paid in cash $ 6,830 $ 5,164
See accompanying notes to the condensed consolidated financial statements.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Organization and Description of Business
Arcutis Biotherapeutics, Inc. (the Company) is a commercial-stage biopharmaceutical company focused on developing and commercializing treatments for dermatological diseases with high unmet medical needs. The Company’s strategy is to focus on validated biological targets and to use its drug development platform and deep dermatology expertise to develop differentiated products with the potential to address major shortcomings of existing therapies in its targeted indications.
The Company received U.S. Food and Drug Administration (FDA) approval of its first product, ZORYVE ® (roflumilast) cream 0.3% (ZORYVE cream 0.3%), in July 2022 for the treatment of plaque psoriasis. Since that time, the Company has obtained regulatory approvals and commercially launched ZORYVE in various formulations to treat additional disease states, in additional concentrations for various age groups, and in both the United States and Canada. To date, ZORYVE has received regulatory approval and has been commercially launched, or is awaiting potential regulatory approval, as detailed below.
Product / Indication
Concentration Region Age Stage
2022 2023 2024 2025 2026
ZORYVE cream for Plaque Psoriasis
0.3% U.S.
> 12 yrs
Commercial launch August
0.3% Canada > 12 yrs
Commercial launch June
0.3% U.S.
6 yrs -11 yrs
Commercial launch
October
0.3%
U.S.
2 yrs - 5 yrs
Commercial launch
June
0.3% Canada
2 yrs - 12 yrs
SNDS accepted for review February
ZORYVE foam for Seborrheic Dermatitis
0.3% U.S.
> 9 yrs
Commercial launch January
0.3% Canada > 9 yrs
Commercial launch November
ZORYVE cream for Atopic Dermatitis
0.15% U.S.
> 6 yrs
Commercial launch
July
0.15% Canada > 6 yrs
Commercial launch
April
0.05% U.S.
2 yrs - 5 yrs
Commercial launch
October
0.05% Canada
2 yrs - 5 yrs
SNDS accepted for review October
0.05% U.S.
3 mos - 2 yrs
sNDA accepted for review June
ZORYVE foam for Scalp & Body Psoriasis 0.3% U.S.
> 12 yrs
Commercial launch
June
0.3% Canada > 12 yrs
Commercial launch
November
Liquidity
The Company has incurred significant annual losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 1,134.4 million and $ 1,138.1 million as of June 30, 2026 and December 31, 2025, respectively. While the Company has generated net income in certain recent fiscal quarters, the extent of any net income or losses for future periods is uncertain, and the Company may continue to incur operating losses. The Company had cash, cash equivalents, restricted cash, and marketable securities of $ 238.9 million and $ 221.3 million as of June 30, 2026 and December 31, 2025, respectively. The Company had $ 100.0 million outstanding under a loan and security agreement, as amended, with SLR Investment Corp. (SLR) and the lenders party thereto as of June 30, 2026. See Note 8.
The Company believes that its existing capital resources will be sufficient to meet the projected operating requirements for at least 12 months from the date of issuance of its financial statements. If the Company's available cash, cash equivalents, and marketable securities and anticipated future cash flows from operations are insufficient to satisfy its liquidity requirements, the Company may need to raise additional capital to fund its operations. No assurance can be given as to whether additional financing will be available on terms acceptable to the Company or at all. If sufficient funds on acceptable terms are not available when needed, the Company may be required to curtail certain planned activities. Failure to manage discretionary spending or raise additional funds, as needed, may adversely impact the Company’s ability to achieve its intended business objectives and have an adverse effect on its results of operations and future prospects.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP), on the same basis as the Company’s audited annual financial statements, and in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial information. Results of operations for any interim period are not necessarily indicative of future or annual results. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025.
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statement of cash flows, and the notes to the condensed consolidated financial statements.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of a default by either the financial institutions holding its cash or by its customers owing trade receivables to the extent recorded on the condensed consolidated balance sheets. To manage accounts receivable credit risk, the Company continuously evaluates the creditworthiness of its customers and the need for an allowance for credit losses.
The Company evaluates its available-for-sale debt securities and accounts receivable for expected credit losses at each reporting date. Based on the high credit quality of the issuers underlying its investment portfolio, the short-term nature of its investments, the credit quality of its customers, and its historical collection experience, the Company determined that expected credit losses were insignificant. Accordingly, no allowance for credit losses was recorded as of June 30, 2026 and December 31, 2025.
Fair Value Measurement
The Company’s financial instruments, in addition to those presented in Note 4, include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The carrying amount of cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short maturities. As the long-term debt is subject to variable interest rates that are based on market rates which regularly reset, the Company believes that the carrying value of the long-term debt approximates its fair value.
Assets and liabilities recorded at fair value on a recurring basis on the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active;
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of any recent Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB). Other than the ASUs listed below, all other ASUs were assessed and determined to be either not applicable to the Company or are expected to have minimal impact on the Company's condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires disclosure of the types of costs and expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt this guidance on its effective date, beginning with its Annual Report on Form 10-K for the year ending December 31, 2027, and for interim reporting, in the first quarter of 2028. The Company is currently evaluating the impact on its consolidated financial statement disclosures, as well as whether the Company will adopt the guidance on a prospective or retrospective basis.
3. Revenues
Revenues are recognized under guidance within ASC 606, Revenue from Contracts with Customers. The following table presents the Company's disaggregated revenue for the periods presented (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026 2025 2026 2025
ZORYVE cream 0.3%
$ 35,327 $ 27,675 $ 67,997 $ 51,062
ZORYVE foam
67,377 39,212 117,004 69,452
ZORYVE cream 0.15% 24,231 14,617 45,972 24,836
ZORYVE cream 0.05% 2,926 — 4,286 —
Total product revenue, net
129,861 81,504 235,259 145,350
Other revenue
— — — 2,000
Total revenues
$ 129,861 $ 81,504 $ 235,259 $ 147,350
Other revenue for the six months ended June 30, 2025 relates to the licensing agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (Huadong). See Note 6.
Product revenue, net, from customers located outside the United States represented less than 10% of the Company’s consolidated product revenue, net, for all periods presented.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. Fair Value Measurements
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
June 30, 2026
Level 1 Level 2 Level 3 Total
Assets:
Money market funds and cash
$ 28,658 $ — $ — $ 28,658
Certificates of deposit
— 5,463 — 5,463
Commercial paper
— 16,567 — 16,567
Corporate debt securities — 94,134 — 94,134
U.S. Treasury and agency securities
93,730 — — 93,730
Total assets $ 122,388 $ 116,164 $ — $ 238,552
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets:
Money market funds and cash
$ 37,541 $ — $ — $ 37,541
Certificates of deposit
— 5,366 — 5,366
Commercial paper
— 14,789 — 14,789
Corporate debt securities — 78,764 — 78,764
U.S. Treasury and agency securities
84,522 — — 84,522
Total assets $ 122,063 $ 98,919 $ — $ 220,982
Money market funds and U.S. Treasury and agency securities are highly liquid investments and are actively traded with readily-available market prices that are publicly observable.
Certificates of deposit are recorded at book value, as their book values approximates fair value due to their short-term maturities of three months or less.
Commercial paper and corporate debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarizes the estimated value of the Company’s cash, cash equivalents, and marketable securities, and the gross unrealized holding gains and losses (in thousands):
June 30, 2026
Amortized
cost Unrealized
gains Unrealized
losses Estimated
fair value
Cash and cash equivalents:
Money market funds and cash $ 28,658 $ — $ — $ 28,658
Certificates of deposit
5,463 — — 5,463
Total cash and cash equivalents $ 34,121 $ — $ — $ 34,121
Marketable securities:
Commercial paper $ 16,584 $ — $ ( 17 ) $ 16,567
Corporate debt securities 94,325 1 ( 192 ) 94,134
U.S. Treasury and agency securities
93,856 — ( 126 ) 93,730
Total marketable securities $ 204,765 $ 1 $ ( 335 ) $ 204,431
December 31, 2025
Amortized
cost Unrealized
gains Unrealized
losses Estimated
fair value
Cash and cash equivalents:
Money market funds and cash $ 37,541 $ — $ — $ 37,541
Certificates of deposit
5,366 — — 5,366
Total cash and cash equivalents $ 42,907 $ — $ — $ 42,907
Marketable securities:
Commercial paper $ 14,782 $ 8 $ ( 1 ) $ 14,789
Corporate debt securities 78,687 81 ( 4 ) 78,764
U.S. Treasury and agency securities
84,493 45 ( 16 ) 84,522
Total marketable securities $ 177,962 $ 134 $ ( 21 ) $ 178,075
As of June 30, 2026, no significant facts or circumstances were present to indicate a deterioration in the creditworthiness of the issuers of the available-for-sale securities. The Company generally holds its marketable securities until maturity and neither intends to sell nor is required to sell investments that are in an unrealized loss position before the recovery of their amortized cost basis. For each security with a fair value less than its amortized cost basis, the Company determined the decline in fair value below the amortized cost basis to be non-credit related, and no allowance for losses has been recorded. As of June 30, 2026, there were no individual securities that were in a material unrealized loss position. To date, the Company has not recorded any impairment charges on available-for-sale securities.
The Company has elected the practical expedient to exclude the applicable accrued interest from both the fair value and the amortized cost basis of its available-for-sale securities for purposes of identifying and measuring an impairment. Accrued interest receivable related to available-for-sale securities is presented in prepaid expenses and other current assets, separate from marketable securities, on the consolidated balance sheet. As of June 30, 2026 and December 31, 2025, accrued interest receivable was immaterial. The Company has made an accounting policy election not to recognize an allowance for credit losses for accrued interest receivables on available-for-sale securities and to write off any uncollectible accrued interest receivable by recognizing credit loss expense. To date, the Company has not written off any accrued interest receivables.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarizes the amortized cost and fair value of marketable securities by contractual maturity at June 30, 2026 and December 31, 2025.
June 30, 2026 December 31, 2025
Amortized
cost Estimated
fair value Amortized
cost Estimated
fair value
Maturing within one year
$ 143,804 $ 143,615 $ 138,281 $ 138,395
Maturing in one to five years
60,961 60,816 39,681 39,680
Total marketable securities
$ 204,765 $ 204,431 $ 177,962 $ 178,075
5. Balance Sheet Components
Inventory
The components of inventory are summarized as follows (in thousands):
June 30, 2026 December 31, 2025
Raw materials $ 15,931 $ 5,047
Work in progress 8,781 5,033
Finished goods 14,167 12,554
Total inventory $ 38,879 $ 22,634
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
June 30, 2026 December 31, 2025
Prepaid co-pay assistance program and rebates
$ 16,774 $ 9,485
Prepaid clinical trial costs 2,786 2,577
Other prepaid expenses and current assets 15,210 9,017
Total prepaid expenses and other current assets $ 34,770 $ 21,079
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
June 30, 2026 December 31, 2025
Accrued sales deductions $ 107,754 $ 78,308
Accrued compensation 15,507 20,533
Accrued Ducentis milestone 9,198 —
Accrued expenses and other current liabilities 14,327 17,469
Total accrued liabilities $ 146,786 $ 116,310
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. License Agreements & Ducentis Acquisition
Sato License Agreement
On February 27, 2024, the Company entered into a license agreement with Sato Pharmaceutical Co., Ltd. (Sato). Pursuant to the terms of the license agreement with Sato (the Sato Agreement), the Company grants to Sato an exclusive, sublicensable (under certain circumstances) license under certain patent rights and know-how controlled by the Company for Sato to develop, conduct medical affairs activities for, manufacture, commercialize, and otherwise exploit roflumilast formulations (the Sato Licensed Products) for all therapeutic uses for certain dermatological indications in humans (the Sato Field) in Japan.
The Sato Agreement sets forth each party’s respective obligations with respect to the development, medical affairs activities, manufacture, supply, and commercialization of the Sato Licensed Products. Pursuant to the terms of the Sato Agreement, Sato will, at its expense, develop, obtain regulatory approval for, commercialize, and conduct medical affairs activities related to the Sato Licensed Products in the Sato Field in Japan, subject to certain of the Company’s approval and oversight rights.
Pursuant to the terms of the Sato Agreement, the Company received an upfront payment of $ 25.0 million and will potentially receive additional payments (i) of up to an aggregate amount of $ 10.0 million upon the achievement of certain regulatory milestones and (ii) of up to an aggregate amount of $ 30.0 million upon the achievement of certain sales milestones. In addition, on a Sato Licensed Product-by-Sato Licensed Product basis, commencing from the first commercial sale of such Sato Licensed Product in Japan until the latest of (i) the expiration of the last valid claim in the intellectual property rights licensed by the Company to Sato under the Sato Agreement covering such Sato Licensed Product in Japan, (ii) the expiration of regulatory exclusivity for such Sato Licensed Product in Japan, or (iii) 10 years after the first commercial sale of such Sato Licensed Product in Japan, the Company will receive low double-digit to mid-teen double-digit percentage royalties on Sato’s, its affiliates’ and sublicensees’ total annual net sales of all Sato Licensed Products, subject to certain royalty reductions.
The term of the Sato Agreement continues until, on a Sato Licensed Product-by-Sato Licensed Product basis, the expiration of the Royalty Term, which is (i) the expiration of the last valid claim in the licensed technology covering such Sato Licensed Product in Japan, (ii) the expiration of regulatory exclusivity for such Sato Licensed Product in Japan, or (ii i) 10 years after the first commercial sale of such Sato Licensed Product in Japan. The Sato Agreement may be terminated by either party in its entirety if the other party commits a material breach, subject to a cure period, or if the other party becomes insolvent. Sato may terminate the Sato Agreement at will in its entirety upon 90 days’ written notice. Unless unenforceable under applicable law, the Company may terminate the Sato Agreement in its entirety if Sato, its affiliate, or sublicensee contests or assists a third party in contesting the scope, validity, or enforceability of any patent or patent application licensed by the Company to Sato. The Company may also terminate the Sato Agreement if Sato or any director, officer, employee, agent, affiliate, sublicensee, or subcontractor is charged by a governmental authority for a violation of any anti-corruption, anti-money laundering, sanctions, or export or import control laws or regulations, or, subject to the terms of the Sato Agreement, if Sato, its affiliates, and sublicensees do not conduct any material development or commercialization activities of a Sato Licensed Product in Japan for a certain period of time.
No revenue was recorded pursuant to the Sato Agreement for the three and six months ended June 30, 2026 and 2025.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Huadong License Agreement
In August 2023, the Company entered into a license agreement with Huadong, a wholly owned subsidiary of Huadong Medicine Co., Ltd. Pursuant to the terms of the agreement, the Company granted to Huadong an exclusive, sublicensable (under certain circumstances) license under certain patent rights and know-how controlled by the Company for Huadong to develop, conduct medical affairs activities for, manufacture, commercialize, and otherwise exploit both cream and foam topical roflumilast for all therapeutic uses for certain dermatological indications (Huadong Licensed Products) in Greater China (mainland China, Hong Kong, Macau, and Taiwan) and Southeast Asia (Indonesia, Singapore, the Philippines, Thailand, Myanmar, Brunei, Cambodia, Laos, Malaysia, and Vietnam) (Huadong Territories).
Huadong will, at its expense, develop, obtain regulatory approval for, commercialize, and conduct medical affairs activities for the Huadong Licensed Products, subject to certain of the Company’s approval and oversight rights. The Company will retain exclusive rights for the development, manufacture, and commercialization of topical roflumilast outside the Huadong Territories.
As consideration for the rights granted under the license agreement with Huadong (the Huadong Agreement), Huadong paid the Company a non-refundable upfront fee pursuant to the terms of the agreement upon closing in September 2023. The Company received a net payment of $ 27.0 million, which consisted of a $ 30.0 million upfront payment less the applicable tax withholding obligation in China of $ 3.0 million. In addition, the Company received a net payment of $ 2.7 million in March 2024 related to the achievement of a development and regulatory milestone less the applicable tax withholding. The Company received a net payment of $ 1.8 million in each of December 2024, March 2025, and November 2025, related to the achievement of development and regulatory milestones less the applicable tax withholding. The Company may also potentially receive additional payments: (i) of up to an aggregate amount of $ 15.0 million upon the achievement of certain development and regulatory milestones, (ii) of up to an aggregate amount of $ 40.3 million upon the achievement of certain sales milestones, and (iii) low double-digit to high-teen double-digit tiered percentage royalties on net sales of the Huadong Licensed Products, all of which would be subject to applicable tax withholding obligations.
The term of the Huadong Agreement continues on a Huadong Licensed Product-by-Huadong Licensed Product and country or region-by-country or region basis, until the expiration of the Royalty Term, which is: (i) the date of expiration of the last valid patent claim related to the Huadong Licensed Products, (ii) ten years after the first commercial sale of a Huadong Licensed Product, and (iii) the expiration of any regulatory exclusivity as to a Huadong Licensed Product. The Huadong Agreement may be terminated by both parties under certain circumstances.
No revenue or income tax expense was recorded pursuant to the Huadong Agreement for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the Company recognized zero and $ 2.0 million, respectively, other revenue, and zero and $ 0.2 million, respectively, income tax expense, in each case related to the achievement of a development and regulatory milestone.
AstraZeneca License Agreement
In July 2018, the Company entered into an exclusive license agreement with AstraZeneca AB (AstraZeneca), granting the Company a worldwide exclusive license, with the right to sublicense through multiple tiers, under certain AstraZeneca-controlled patent rights, know-how, and regulatory documentation, to research, develop, manufacture, commercialize, and otherwise exploit products containing roflumilast in topical forms, as well as delivery systems sold with or for the administration of roflumilast (collectively, the AZ-Licensed Products), for all diagnostic, prophylactic, and therapeutic uses for human dermatological indications (the Dermatology Field). Under the license agreement with AstraZeneca (the AstraZeneca Agreement), the Company has sole responsibility for development, regulatory, and commercialization activities for the AZ-Licensed Products in the Dermatology Field, at its expense, and it shall use commercially reasonable efforts to develop, obtain, and maintain regulatory approvals for, and commercialize the AZ-Licensed Products in the Dermatology Field in each of the United States, Italy, Spain, Germany, the United Kingdom, France, China, and Japan.
In the third quarter of 2022, the Company paid $ 7.5 million to AstraZeneca as a result of the approval of ZORYVE cream 0.3%, which was recorded as an intangible asset. In October 2024, the Company paid $ 5.0 million to AstraZeneca upon achievement of $ 100.0 million in worldwide net sales, which was recorded as a cumulative
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
catch-up adjustment to the carrying value of the intangible asset. In May 2025, the Company paid $ 10.0 million to AstraZeneca upon achievement of $ 250.0 million in worldwide net sales, which was recorded as a cumulative catch-up adjustment to the carrying value of the intangible asset. The Company is amortizing the intangible asset to cost of sales over its useful life of 10 years from the date of first commercial sale, as this is the minimum amount of time that the related AstraZeneca Agreement will be in effect . Amortization expense was $ 0.6 million and $ 1.1 million f or the three and six months ended June 30, 2026, respectively, and $ 0.6 million and $ 3.5 million for the three and six months ended June 30, 2025, respectively.
The Company has agreed to make additional cash payments to AstraZeneca of up to an aggregate of $ 5.0 million upon the achievement of specified regulatory approval milestones with respect to the AZ-Licensed Products. With respect to any AZ-Licensed Products the Company commercializes under the AstraZeneca Agreement, it will pay AstraZeneca a low to high single-digit percentage royalty rate on the Company’s, its affiliates’, and its sublicensees’ net sales of such AZ-Licensed Products, subject to specified reductions, until, as determined on an AZ-Licensed Product-by-AZ-Licensed Product and country-by-country basis, the later of the date of the expiration of the last-to-expire AstraZeneca-licensed patent right containing a valid claim in such country and 10 years from the first commercial sale of such AZ-Licensed Product in such country. As a result of the commercialization of ZORYVE in August 2022, the Company began accruing royalties payable to AstraZeneca, which are recorded in cost of sales and accrued and other current liabilities. Royalty expense was $ 3.9 million and $ 7.1 million f or the three and six months ended June 30, 2026, respectively, and $ 2.5 million and $ 4.4 million for the three and six months ended June 30, 2025, respectively.
Ducentis Biotherapeutics LTD Acquisition
On September 7, 2022, the Company entered into an agreement with Ducentis Biotherapeutics LTD. (Ducentis) and certain stockholders of Ducentis (the Share Purchase Agreement), pursuant to which the Company acquired all of the outstanding equity interests in Ducentis for (i) 610,258 shares of the Company's common stock, valued at approximately $ 12.5 million, and $ 15.9 million in cash, inclusive of liabilities acquired, and (ii) contingent payments of up to an aggregate of $ 396.0 million, which may become payable upon the achievement of certain development, regulatory, and commercial milestones. In addition, if applicable, the Company will make payments amounting to a mid-single-digit percentage of any annual net sales of certain products exceeding $ 1.5 billion.
The Company accounted for this purchase of equity interests in Ducentis as an in-process research and development (IPR&D) asset acquisition, as it has no alternative future use, and recorded a $ 29.6 million charge to research and development expense on the acquisition date. Any contingent payments made under the Share Purchase Agreement will be recorded when it is probable that they will occur and they can be reasonably estimated, at which point the Company will determine whether the payment should be expensed or capitalized depending on whether the IPR&D has achieved market acceptance.
Under the terms of the Share Purchase Agreement, the Company will develop and seek FDA approval of a therapeutic product containing ARQ-234 for an atopic dermatitis indication, and if FDA approval of ARQ-234 is obtained by the Company, to commercially launch it in the United States.
In March 2026, the Company initiated a Phase 1a/1b clinical trial of ARQ-234 for the treatment of moderate-to-severe atopic dermatitis. Upon dosing of the first patient in this trial, the Company became obligated to pay a $ 10.0 million milestone to former stockholders of Ducentis under the terms of the Share Purchase Agreement. The Company paid $ 0.8 million of this amount in April 2026. The Company issued promissory notes in April 2026 for the remaining $ 9.2 million owed to the former stockholders of Ducentis pursuant to the Share Purchase Agreement. The promissory notes bear no interest, become payable 12 months from issuance, and are callable by the holders as early as seven months from issuance. The Company recognized the $ 10.0 million in research and development expense in the first quarter of 2026. After this milestone payment, the Company has $ 386.0 million of contingent payments remaining that may become payable upon the achievement of certain development, regulatory, and commercial milestones.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7. Commitments and Contingencies
Operating Lease
The Company's lease for its corporate headquarters ( 22,643 square feet of office space) commenced in February 2019 and was amended in April 2020 in order to relocate to a new expanded space. In August 2025, the Company entered into a second amendment to extend the term of the lease by five years, extending the lease expiration from August 2028 to July 2033. This second amendment had a net effect of increasing the Company's future lease payments by approximately $ 5.4 million, primarily due to the five additional years of rent payments. In accordance with ASC 842, the Company remeasured the present value of the aggregate lease payments over the amended lease term and recorded an increase to the Company’s operating lease liabilities and existing right-of-use lease asset of approximately $ 2.9 million in the third quarter of 2025 as a result of this remeasurement.
Manufacturing Agreements
In the normal course of business, the Company enters into manufacturing supply agreements for the commercial supply of ZORYVE, which include certain minimum purchase commitments. There have been no material changes to the Company's minimum purchase commitments during the six months ended June 30, 2026.
Indemnification
In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless, and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. 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 the provisions of the Company's Bylaws and the Delaware General Corporation Law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes any potential loss exposure under these indemnification agreements in excess of applicable insurance coverage is minimal.
Contingencies
From time to time, the Company may be involved in legal proceedings, as well as demands, claims, and threatened litigation, which arise in the normal course of business or otherwise. The ultimate outcome of any litigation is uncertain, and unfavorable outcomes could have a negative impact on the Company's results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on the Company because of the defense costs, the diversion of management resources, and other factors.
As of June 30, 2026 and December 31, 2025, the Company determined that no loss contingencies from legal proceedings met the threshold of "probable" and "reasonably estimable", as defined in ASC 450. Accordingly, no material amounts have been accrued related to loss contingencies under ASC 450.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
8. Debt
On December 22, 2021, the Company entered into a loan and security agreement (the Prior Loan Agreement) with SLR Investment Corp. (SLR) and the lenders party thereto. The Prior Loan Agreement was amended and restated on January 10, 2023 (the AR Loan Agreement) to include Arcutis Canada, Inc. as a borrower and party. On November 1, 2023, the Company entered into an amendment to the AR Loan Agreement to, among others, (i) modify the financial covenant relating to minimum net product revenue, and (ii) include an additional minimum financing covenant. On August 9, 2024, the Company entered into a second amendment to the AR Loan Agreement (the AR Loan Agreement, as amended by the first and second amendments, the Loan Agreement), which it determined to be a modification, to, among others, (i) permit, during the period commencing on October 7, 2024 and ending on December 15, 2024, an optional partial prepayment of term loans outstanding, subject to a 1.0 % prepayment penalty (the 2024 Partial Prepayment), (ii) add the tranche C-1 and tranche C-2 term loans, and (iii) facilitate certain other changes, including with respect to the applicable interest rate and maturity date in the event of a 2024 Partial Prepayment. As security for the obligations under the Loan Agreement, the Company granted SLR, for the benefit of the lenders, a continuing security interest in substantially all of the Company's assets, including its intellectual property, subject to certain exceptions. The term loan facility is comprised of (i) a tranche A term loan of $ 75.0 million, (ii) a tranche B-1 term loan of $ 50.0 million, (iii) a tranche B-2 term loan of up to $ 75.0 million, (iv) a tranche C-1 term loan of up to $ 50.0 million, and (v) a tranche C-2 term loan of up to $ 50.0 million (collectively, the Term Loans). The tranche A term loan was funded in December 2021. With the approval of ZORYVE cream 0.3% on July 29, 2022, the tranche B term loans were funded in August 2022. As of June 30, 2026 and December 31, 2025 , the aggregate principal amount outstanding under the Loan Agreement was $ 100.0 million.
On October 8, 2024, the Company made a 2024 Partial Prepayment of $ 100.0 million, which reduced the aggregate principal amount outstanding under the Loan Agreement to $ 100.0 million. In connection with the 2024 Partial Prepayment, the Company paid a prepayment penalty of $ 1.0 million during the three months ended June 30, 2026, and is obligated to pay a final fee of $ 6.95 million, representing the final fee applicable to the amount of the 2024 Partial Prepayment, on January 4, 2027.
As a result of such 2024 Partial Prepayment, subject to the Company generating a minimum net product revenue for the trailing six ( 6 ) month period ending as of the month prior to the borrowing date equal to 80 % of the Company’s projected net product revenue as set forth in its annual plan for the respective period, the Company obtained the ability to draw down the tranche C-1 and tranche C-2 term loans. The tranche C-1 term loan availability expired on March 31, 2026 and the tranche C-2 term loan availability expired on June 30, 2026. Neither tranche was drawn prior to its expiration. In addition, as a result of the 2024 Partial Prepayment, (i) the maturity date of the Loan Agreement is August 1, 2029, (ii) the applicable per annum interest rate is equal to 5.95 % plus the greater of (a) 2.50 % per annum and (b) the one-month Secured Overnight Financing Rate (SOFR), (iii) the Company is no longer subject to certain cost and purchase price restrictions regarding acquisitions, and (iv) the Company may prepay principal amounts outstanding under the Term Loans in minimum increments of $ 25.0 million, subject to a prepayment premium of (a) 2.0 % for any prepayment made after August 9, 2025 and prior to August 9, 2026 or (b) 1.0 % for any prepayment made after August 9, 2026 and prior to the maturity date.
Principal amounts outstanding under the Term Loans will accrue interest at a floating rate equal to the applicable rate in effect from time to time, as determined by SLR on the third business day prior to the funding date of the applicable Term Loan and on the first business day of the month prior to each payment date of each Term Loan. As a result of the 2024 Partial Prepayment, the applicable interest rate is a per annum interest rate equal to 5.95 % plus the greater of (a) 2.50 % and (b) the one-month SOFR. On June 30, 2026, the rate was 9.57 %. The benchmark SOFR is subject to change in the event of certain events with respect to the benchmark rate. Interest payments are payable monthly following the funding of any Term Loan.
If the Term Loans are accelerated due to, among others, the occurrence of a bankruptcy or insolvency event, the Company is required to make mandatory prepayments of (i) all principal amounts outstanding under the Term Loans, plus accrued and unpaid interest thereon through the prepayment date, (ii) any fees applicable by reason of such prepayment, (iii) the prepayment premiums set forth in the paragraph above, plus (iv) all other obligations that are due and payable, including expenses and interest at the Default Rate (as defined below) with respect to any past due amounts.
The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, requirements as to financial reporting and insurance and restrictions
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
on the Company’s ability to dispose of its business or property, to change its line of business, to liquidate or dissolve, to enter into any change in control transaction, to merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, to incur additional indebtedness, to incur liens on its property, to pay any dividends or other distributions on capital stock other than dividends payable solely in capital stock or to redeem capital stock. The Company also agreed to a financial covenant whereby the Company must generate a minimum net product revenue equal to 75 % of its projected net product revenue as set forth in the Company's annual plan for the respective period, tested on a trailing six-month basis, as of the end of each month. Each annual plan shall be approved by the Company’s board of directors and SLR, in its capacity as collateral agent, in its reasonable discretion. Any failure by the Company to deliver such annual plan on or before December 15 of the prior year shall be an immediate event of default. The Company was in compliance with all covenants under the Loan Agreement as of June 30, 2026.
In addition, the Loan Agreement contains customary events of default that entitle the lenders to cause any indebtedness under the Loan Agreement to become immediately due and payable, and to exercise remedies against the Company and the collateral securing the Term Loans. Under the Loan Agreement, an event of default will occur if, among other things, the Company fails to make payments under the Loan Agreement, the Company breaches any of the covenants under the Loan Agreement, subject to specified cure periods with respect to certain breaches, the lenders determine that a material adverse change has occurred, or the Company or the Company's assets become subject to certain legal proceedings, such as bankruptcy proceedings. Upon the occurrence and for the duration of an event of default, an additional default interest rate equal to 4.0 % per annum (Default Rate) will apply to all obligations owed under the Loan Agreement. The prepayment upon default and other potential additional interest provisions under the Loan Agreement were determined to be a compound embedded derivative instrument to be bifurcated from the loan and accounted for as a separate liability for accounting purposes under the guidance in ASC 815, Derivatives and Hedging . At the inception of the Loan Agreement, the fair value of the embedded derivative was determined to be immaterial. The embedded derivative instrument is remeasured at fair value each reporting period with any future changes in fair value reported in other income, net, in the condensed consolidated statement of operations and comprehensive income (loss). The fair value of the embedded derivative as of June 30, 2026 and December 31, 2025 was immaterial and any gains (losses) recognized as a result of the change in fair value during the three and six months ended June 30, 2026 and 2025 were immaterial.
I n connection with the Loan Agreement, the Company is obligated to pay a final fee equal to 6.95 % of the aggregate original principal amount of the Term Loans outstanding as of the date of the second amendment (A) with respect to any 2024 Partial Prepayment, upon the earliest to occur of (a) January 4, 2027, (b) the acceleration of all outstanding Term Loans and (c) the prepayment, or refinancing, substitution or replacement of all outstanding Term Loans, and (B) with respect to the Term Loans outstanding as of the date of the second amendment (other than the 2024 Partial Prepayment), upon the earliest to occur of (a) the maturity date, (b) the acceleration of all outstanding Term Loans and (c) the prepayment, or refinancing, substitution or replacement of all outstanding Term Loans. The Company was also obligated to pay (i) a $ 1.0 million facility fee with respect to tranche C term loans, which was accrued for in the first quarter of 2026 and paid out in the second quarter of 2026, and (ii) a $ 1.0 million extension fee with respect to tranche C term loans that remained unfunded after December 31, 2025, which was accrued for and paid out during the period commencing January 1, 2026 and ending on June 30, 2026. Additionally, in connection with the original Prior Loan Agreement, the Company previously had entered into an Exit Fee Agreement, whereby the Company agreed to pay an exit fee in the amount of 3.0 % of each Term Loan funded upon (i) any change of control transaction or (ii) a revenue milestone, calculated on a trailing six-month basis. Notwithstanding the prepayment or termination of the Term Loan, the exit fee will expire 10 years from the date of the Loan Agreement.
The debt issuance costs have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the term loan. Interest expense is calculated using the effective interest method, and is inclusive of non-cash amortization of debt issuance costs. The final fee of $ 13.9 million and other fees referenced in the previous paragraph are recognized throughout the life of the term loan and recorded in interest expense. At June 30, 2026 and December 31, 2025, the effective interest rate was 10.71 % and 10.92 %, respectively. Interest expense relating to the term loan was $ 3.4 million and $ 7.8 million for the three and six months ended June 30, 2026, respectively, and $ 3.0 million and $ 6.0 million for the three and six months ended June 30, 2025, respectively.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following summarizes additional information related to the Company's long-term debt (in thousands):
June 30, 2026 December 31, 2025
Long-term debt, gross
$ 100,000 $ 100,000
Accrued final fee 9,628 8,824
Accrued prepayment penalty — 1,000
Unamortized debt issuance costs ( 728 ) ( 865 )
Total carrying value of debt
108,900 108,959
Less current portion
( 6,950 ) ( 1,000 )
Long-term debt, net $ 101,950 $ 107,959
Upon the contractual maturity of the Company's long-term debt, a payment of principal and final fees of $ 107.0 million is due on August 1, 2029.
9. S tockholders' Equity
The Company's authorized capital stock consists of 310,000,000 shares, all with a par value of $ 0.0001 per share, of which 300,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. There were no shares of preferred stock outstanding as of June 30, 2026.
Equity Offerings
In October 2023, the Company completed a public sale of its common stock, receiving aggregate net proceeds of $ 95.8 million. In addition to the sale of common stock, the Company issued pre-funded warrants to purchase 7,500,000 shares of the Company's common stock at $ 2.4999 per underlying share of common stock. The pre-funded warrants have an exercise price of $ 0.0001 per underlying share of common stock, were fully exercisable upon issuance, and have no expiration date. In October 2025, certain pre-funded warrants were exercised, resulting in the issuance of 2,285,000 shares. As of June 30, 2026, pre-funded warrants to purchase 5,215,000 shares of the Company's common stock remained outstanding.
In March 2024, the Company completed a public sale of its common stock, receiving aggregate net proceeds of $ 161.7 million.
At-the-Market (ATM) Offerings
On May 6, 2021, the Company entered into a sales agreement (Sales Agreement) with Cowen and Company, LLC (Cowen), under which the Company may from time to time issue and sell shares of its common stock through ATM offerings for an aggregate offering price of up to $ 100.0 million. Cowen will act as the Company's sales agent for the ATM program and is entitled to compensation for its services up to 3 % of the gross proceeds of any shares of common stock sold under the Sales Agreement.
In January 2024, the Company amended and restated its Sales Agreement with Cowen to reset the ATM program and provide for the offer and sale of shares of common stock having an aggregate gross offering price of up to $ 100.0 million. All other terms of the amended and restated Sales Agreement are substantially the same as the original Sales Agreement. The Company has not yet issued or sold any common stock under the amended and restated Sales Agreement.
Equity Incentive Plans
In December 2021, the Company’s board of directors approved the 2022 Employment Inducement Incentive Plan (2022 Plan). The 2022 Plan initially reserved 1,250,000 shares of common stock available for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSUs), and other stock-based awards. In November 2022 and April 2026, the 2022 Plan reserve was increased by 1,500,000 and 1,200,000 shares, respectively. As of June 30, 2026, the Company had 990,908 shares available for future grant under the 2022 Plan.
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Stock Option Exchange Program
On January 16, 2024, the Company commenced an offer to certain eligible employees and consultants to exchange certain outstanding eligible options to purchase shares of the Company’s common stock for a lesser number of RSUs pursuant to an option exchange program (the Option Exchange). The Option Exchange expired on February 12, 2024. Pursuant to the Option Exchange, eligible option holders elected to exchange, and the Company accepted for cancellation, eligible options to purchase an aggregate of 5,059,129 shares of the Company’s common stock, representing approximately 98 % of the total shares of common stock underlying the eligible options. On February 13, 2024, immediately following the expiration of the Option Exchange, the Company granted 2,129,594 Replacement RSU Awards, pursuant to the terms of the Option Exchange. The Replacement RSU Awards vest based on continued service with the Company over a period of either 1 , 2 or 3 years, depending on the grant date of the exchanged options.
The exchange of stock options was treated as a modification for accounting purposes, which requires an incremental expense of $ 8.6 million to be recognized for the Replacement RSU Awards over their new service periods ( 1 - 3 years). In addition, any unamortized expense remaining on the exchanged options as of the modification will be recognized over their original remaining service period.
Stock Option Activity
The following summarizes option activity:
Number of
Options
Weighted-
Average
Exercise
Price
Remaining
Contractual
Term
(Years)
Aggregate
Intrinsic
Value ($, in thousands)
Balance—December 31, 2025 6,436,972 $ 9.17 7.75 $ 127,945
Granted 1,623,121 26.17
Exercised ( 336,941 ) 7.21
Forfeited
( 238,285 ) 13.25
Expired — —
Balance—June 30, 2026 7,484,867 $ 12.82 7.73 $ 101,667
Exercisable—June 30, 2026 3,472,101 $ 9.27 6.55 $ 59,188
The aggregate intrinsic value is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of June 30, 2026. The intrinsic value of options exercised for the six months ended June 30, 2026 and 2025 was $ 5.7 million and $ 1.4 million, respectively.
The total grant-date fair value of the options vested during the six months ended June 30, 2026 and 2025 was $ 7.0 million and $ 4.6 million, respectively. The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 was $ 17.95 and $ 9.69 , respectively.
Restricted Stock Unit Activity
The following table summarizes information regarding the Company's RSUs:
Number of Units Weighted-Average
Grant Date Fair Value
Balance—December 31, 2025 6,007,515 $ 10.83
Granted 2,320,599 26.02
Vested ( 1,832,747 ) 10.53
Forfeited ( 264,917 ) 13.61
Unvested Balance—June 30, 2026 6,230,450 $ 16.46
The grant date fair value of an RSU equals the closing price of the Company's common stock on the grant date. The total grant-date fair value of the RSUs vested during the six months ended June 30, 2026 and 2025 was
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
$ 19.3 million and $ 14.7 million , respectively. RSUs generally vest equally over four years , except for those issued in connection with the Option Exchange as previously described.
Stock-Based Compensation Expense
Stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Research and development
$ 3,406 $ 3,208 $ 6,558 $ 6,228
Selling, general and administrative
9,356 7,281 16,894 14,039
Total stock-based compensation expense
$ 12,762 $ 10,489 $ 23,452 $ 20,267
As of June 30, 2026, there was $ 44.0 million of total unrecognized compensation cost related to unvested options that are expected to vest, which is expected to be recognized over a weighted-average period of 3 years. As of June 30, 2026, there was $ 89.5 million of total unrecognized compensation cost related to RSUs that are expected to vest, which is expected to be recognized over a weighted-average period of 3.2 years.
10. Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net earnings per share is computed by dividing net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Pre-funded warrants to purchase 5,215,000 shares of the Company's common stock for the three and six months ended June 30, 2026, and 7,500,000 shares of the Company's common stock for the three and six months ended June 30, 2025, were included in the weighted-average common shares outstanding used in calculating basic and diluted net income (loss) per share, as the exercise price of the pre-funded warrants is negligible and the pre-funded warrants are fully vested and exercisable.
The following table is a reconciliation of the share amounts used in calculating basic and diluted earnings (loss) per share:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Weighted-average common shares outstanding - Basic
130,522,399 126,997,384 129,947,615 126,519,777
Effect of dilutive securities
5,375,847 — 6,003,245 —
Weighted-average common shares outstanding - Diluted
135,898,246 126,997,384 135,950,860 126,519,777
The Company's potential dilutive securities include unvested RSUs and unvested performance-based RSUs for which established performance criteria have been achieved as of the end of the respective periods, vested and unvested options to purchase common stock, and shares to be issued under the Company's employee stock purchase plan (ESPP). Certain of these potential dilutive securities have been excluded from the calculation of diluted net income (loss) per common share as the effect would be anti-dilutive.
The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net income (loss) per share for the periods presented due to their antidilutive effect:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Stock options to purchase common stock 1,911,509 6,922,441 1,882,027 6,922,441
RSUs subject to future vesting 1,982,226 6,582,460 1,696,226 6,582,460
ESPP shares subject to future issuance 86,126 22,479 82,243 22,479
Total 3,979,861 13,527,380 3,660,496 13,527,380
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ARCUTIS BIOTHERAPEUTICS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11. Segment Reporting
The Company has one reportable segment relating to the development and commercialization of treatments for dermatological diseases. The Company’s Chief Operating Decision Maker (the CODM) is its Chief Executive Officer. The CODM evaluates financial information on a consolidated basis for the purposes of allocating resources and assessing performance. Substantially all of the Company's assets are located in the United States.
The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Total revenues $ 129,861 $ 81,504 $ 235,259 $ 147,350
Less:
Cost of sales 10,376 6,929 19,598 12,780
Topical roflumilast program costs
1,983 2,827 5,290 4,273
ARQ-234 program costs 1,302 845 12,305 2,034
Other program costs 102 1,193 197 2,375
Research and development compensation and personnel-related expenses 11,366 9,779 22,411 19,417
Selling, general and administrative expenses 82,008 69,033 155,962 132,917
Other segment expenses (1)
6,295 5,509 12,156 12,694
Total operating expenses 113,432 96,115 227,919 186,490
Operating income (loss) 16,429 ( 14,611 ) 7,340 ( 39,140 )
Interest income 2,279 2,076 4,554 4,613
Interest expense ( 3,406 ) ( 3,029 ) ( 7,774 ) ( 6,011 )
Other income (expense), net
( 157 ) 20 ( 177 ) 213
Provision for income taxes 136 342 229 621
Segment and consolidated net income (loss) $ 15,009 $ ( 15,886 ) $ 3,714 $ ( 40,946 )
(1) Other segment expenses include professional services related to research and development, medical affairs, depreciation and amortization expenses.
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