Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No . 34 )
149
Consolidated Balance Sheets as of December 31, 202 5 and 2024
151
Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 and 20 23
152
Consolidated Statements of Comprehensive Loss for the years ended December 31, 202 5 , 202 4 and 2023
153
Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Deficit for the years ended December 31, 202 5 , 202 4 and 20 23
154
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 20 2 4 and 20 23
155
Notes to Consolidated Financial Statements
157
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of BridgeBio Pharma, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of BridgeBio Pharma, Inc. and its subsidiaries and controlled entities (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, redeemable convertible noncontrolling interests and stockholders’ deficit, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accrued research and development liabilities, Prepaid expenses and other current assets, Other assets, and Research and development expenses from Contract Research Organizations (CROs) and Contract Manufacturing Organizations (CMOs) — Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company incurs research and development expenses related to the costs of research and development activities, including third-party service agreements with CROs and CMOs to provide research and development services related to preclinical studies and clinical trials, which are estimated at each reporting period. The Company records these expenses based on estimates of the services and activities completed to date pursuant to the provisions of the signed contracts relative to the amounts invoiced and paid to date, resulting in an accrued liability or prepaid expense balance at period end.
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We identified the recording of these third-party research and development costs as a critical audit matter because of the judgments necessary for management to estimate both the cost of services provided but not yet invoiced and the amounts paid ahead of services being incurred, the significant volume of transactions and the varied nature of audit evidence obtained from vendor to vendor. The amount of expense recognized and the corresponding accrual and prepaid balances recorded are based on the unique terms and conditions in each arrangement and are often dependent on limited information available from the vendors regarding the progress of the services through the reporting date. This required extensive audit effort due to the volume and variability in the arrangements and available information from the vendors and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of total expenses, accrued and prepaid balances and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the estimate of research and development expenses and the related accrued and prepaid balances included the following, among others:
• We evaluated the design and tested the operating effectiveness of controls over the Company’s research and development expense accrual process, including controls over the estimation of activities completed to date.
• We evaluated publicly available information (e.g., the Company’s website, news articles, press releases, and investor presentations) and board of directors’ materials, and corroborated this information gathered with Company personnel responsible for overseeing the clinical trial activities regarding the status of such activities. We then compared this information to the judgments applied in management’s estimate of the recorded expenses and corresponding accrual and prepaid balances.
• We evaluated management’s ability to accurately estimate accrual of these third-party research and development costs by performing a lookback analysis over a sample of prior year accrual and prepaid balances, comparing invoices received subsequent to the prior year end to management’s historical estimates recorded in the financial statements.
• For a sample of contracts, we evaluated the third-party research and development expenses and the corresponding accrued and prepaid expense balances by:
• Inspecting related agreements, including (but not limited to) master service agreements, change orders, statements of work, and amendments, and agreeing key provisions of the agreements including timeline, budget, and relevant rates, to the Company’s analysis of estimated expenses incurred to date.
• Selecting specific amounts recognized as research and development expense and testing accuracy and completeness by obtaining invoices, contracts and other underlying support.
• Sending written confirmations directly to CROs or CMOs to confirm completeness of agreements as well as payments received, invoices billed and yet to be billed, and costs incurred to date and inspecting correspondence received directly from them, including status reports, and comparing such information to the amounts used in the Company’s estimates.
• Agreeing other third-party information to the inputs used in the Company’s analysis and recalculating the Company’s estimated expense, accrual, and prepaid balances.
• Performing a lookback analysis by comparing the estimated accrual balance as of December 31, 2025, to the vendor confirmations received by management after year-end to evaluate the Company’s ability to estimate the accrual.
/s/ Deloitte & Touche LLP
San Francisco, California
February 24, 2026
We have served as the Company’s auditor since 2018.
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BRIDGEBIO PHARMA, INC.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
December 31,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 570,119 $ 681,101
Marketable securities 17,363 —
Accounts receivable, net 139,444 4,722
Inventories 26,753 —
Prepaid expenses and other current assets 44,070 34,869
Total current assets 797,749 720,692
Equity method investments 79,972 143,747
Property and equipment, net 5,366 7,011
Operating lease right-of-use assets 8,149 5,767
Intangible assets, net 28,077 23,926
Other assets 16,712 18,195
Total assets $ 936,025 $ 919,338
Liabilities, Redeemable Convertible Noncontrolling Interests and Stockholders’ Deficit
Current liabilities:
Accounts payable $ 36,228 $ 9,618
Accrued compensation and benefits 76,703 58,329
Accrued research and development liabilities 41,436 34,272
Operating lease liabilities, current portion 6,192 4,506
Deferred revenue, current portion 7,190 14,604
Other current liabilities (1) 120,222 33,071
Total current liabilities 287,971 154,400
2031 Notes, net 564,565 —
2029 Notes, net 740,890 738,872
2027 Notes, net 547,015 545,173
Term loan, net — 437,337
Deferred royalty obligations, net (2) 855,030 479,091
Operating lease liabilities, net of current portion 3,811 4,696
Deferred revenue, net of current portion 13,080 17,095
Other long-term liabilities 244 286
Total liabilities 3,012,606 2,376,950
Commitments and contingencies (Note 8)
Redeemable convertible noncontrolling interests ( 570 ) 142
Stockholders’ deficit:
Undesignated preferred stock, $ 0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding
— —
Common stock, $ 0.001 par value; 500,000,000 shares authorized; 202,369,129 shares issued and 194,771,957 shares
outstanding as of December 31, 2025, 196,236,234 shares issued and 190,044,473 shares outstanding as of
December 31, 2024
202 196
Treasury stock, at cost; 7,597,172 shares as of December 31, 2025; 6,191,761 shares as of December 31, 2024
( 323,276 ) ( 275,000 )
Additional paid-in capital 2,057,646 1,903,155
Accumulated other comprehensive income 12 8
Accumulated deficit ( 3,821,194 ) ( 3,096,263 )
Total BridgeBio stockholders’ deficit ( 2,086,610 ) ( 1,467,904 )
Noncontrolling interests 10,599 10,150
Total stockholders’ deficit ( 2,076,011 ) ( 1,457,754 )
Total liabilities, redeemable convertible noncontrolling interests and stockholders’ deficit
$ 936,025 $ 919,338
(1) Including a related party amount of $ 2,003 as of December 31, 2025 (as described in Note 10).
(2) Including a related party amount of $ 204,650 as of December 31, 2025 (as described in Note 10).
The accompanying notes are an integral part of these consolidated financial statements.
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BRIDGEBIO PHARMA, INC.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Years Ended December 31,
2025 2024 2023
Revenues:
Net product revenue $ 362,368 $ 2,884 $ —
License and services revenue 128,322 218,849 9,303
Royalty revenue 11,386 169 —
Total revenues, net 502,076 221,902 9,303
Operating costs and expenses:
Cost of revenues:
Cost of goods sold 15,687 1,442 —
Cost of license, services, and royalty revenue 5,275 2,436 2,446
Total cost of revenues 20,962 3,878 2,446
Research and development 451,953 506,461 455,711
Selling, general and administrative 531,225 288,931 150,590
Restructuring, impairment, and related charges 21,347 15,605 7,926
Total operating costs and expenses 1,025,487 814,875 616,673
Loss from operations ( 523,411 ) ( 592,973 ) ( 607,370 )
Other income (expense), net:
Interest income 19,854 17,249 18,038
Interest expense ( 53,103 ) ( 90,991 ) ( 81,289 )
Noncash interest expense on deferred royalty obligations (1) ( 125,138 ) ( 8,299 ) —
Gain on deconsolidation of subsidiaries — 178,321 —
Loss on extinguishments of debt ( 21,155 ) ( 26,590 ) —
Net loss from equity method investments ( 72,608 ) ( 31,183 ) —
Other income, net 43,058 12,272 17,370
Total other income (expense), net ( 209,092 ) 50,779 ( 45,881 )
Loss before income taxes ( 732,503 ) ( 542,194 ) ( 653,251 )
Provision for income taxes 435 1,153 —
Net loss ( 732,938 ) ( 543,347 ) ( 653,251 )
Net loss attributable to redeemable convertible noncontrolling
interests and noncontrolling interests 8,007 7,585 10,049
Net loss attributable to common stockholders of BridgeBio
$ ( 724,931 ) $ ( 535,762 ) $ ( 643,202 )
Net loss per share attributable to common stockholders of BridgeBio,
basic and diluted $ ( 3.78 ) $ ( 2.88 ) $ ( 3.95 )
Weighted-average shares used in computing net loss per share
attributable to common stockholders of BridgeBio, basic
and diluted 191,527,482 186,075,873 162,791,511
(1) Including a related party amount of $( 10,944 ) for the year ended December 31, 2025 (as described in Note 10) .
The accompanying notes are an integral part of these consolidated financial statements.
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BRIDGEBIO PHARMA, INC.
Consolidated Statements of Comprehensive Loss
(in thousands)
Years Ended December 31,
2025 2024 2023
Net loss $ ( 732,938 ) $ ( 543,347 ) $ ( 653,251 )
Other comprehensive loss:
Unrealized gains (losses) on available-for-sale securities 4 ( 23 ) 359
Comprehensive loss ( 732,934 ) ( 543,370 ) ( 652,892 )
Comprehensive loss attributable to redeemable convertible
noncontrolling interests and noncontrolling interests 8,007 7,585 10,049
Comprehensive loss attributable to common stockholders of BridgeBio $ ( 724,927 ) $ ( 535,785 ) $ ( 642,843 )
The accompanying notes are an integral part of these consolidated financial statements.
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BRIDGEBIO PHARMA, INC.
Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders’ Deficit
(in thousands, except share amounts)
Redeemable
Convertible
Noncontrolling
Interests Common Stock Treasury Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
BridgeBio
Stockholders’
Deficit Non-
controlling
Interests Total
Stockholders’
Deficit
Shares Amount Shares Amount
Balances as of December 31, 2022 $ ( 1,589 ) 150,625,572 $ 157 6,191,761 $ ( 275,000 ) $ 938,703 $ ( 328 ) $ ( 1,918,149 ) $ ( 1,254,617 ) $ 11,282 $ ( 1,243,335 )
Issuance of shares under equity compensation plans — 4,193,444 4 — — 6,004 — — 6,008 — 6,008
Issuance of common stock under employee stock purchase plan (ESPP) — 339,979 — — — 3,398 — — 3,398 — 3,398
Repurchase of restricted stock unit (RSU) shares to satisfy tax withholding — ( 301,984 ) — — — ( 6,880 ) — — ( 6,880 ) — ( 6,880 )
Stock-based compensation — — — — — 98,601 — — 98,601 — 98,601
Issuance of common stock under public offerings, net — 20,225,940 20 — — 449,790 — — 449,810 — 449,810
Issuance (repurchase) of noncontrolling interests 1,500 — — — — — — — — ( 2,006 ) ( 2,006 )
Transfers from (to) noncontrolling interests 4,851 — — — — ( 10,534 ) — ( 238 ) ( 10,772 ) 5,921 ( 4,851 )
Deconsolidation of a subsidiary 899 — — — — 1,950 — 850 2,800 1,151 3,951
Unrealized loss on available-for-sale securities — — — — — — 359 — 359 — 359
Net loss ( 5,183 ) — — — — — — ( 642,964 ) ( 642,964 ) ( 5,104 ) ( 648,068 )
Balances as of December 31, 2023 478 175,082,951 181 6,191,761 ( 275,000 ) 1,481,032 31 ( 2,560,501 ) ( 1,354,257 ) 11,244 ( 1,343,013 )
Issuance of shares under equity compensation plans — 4,044,996 4 — — 3,652 — — 3,656 — 3,656
Issuance of common stock under ESPP — 194,138 — — — 4,502 — — 4,502 — 4,502
Repurchase of RSU shares to satisfy tax withholding — ( 253,396 ) — — — ( 7,526 ) — — ( 7,526 ) — ( 7,526 )
Stock-based compensation — — — — — 111,997 — — 111,997 — 111,997
Issuance of common stock under public offerings, net — 10,975,784 11 — — 314,730 — — 314,741 — 314,741
Issuance of noncontrolling interests — — — — — — — — — 200 200
Transfers from (to) noncontrolling interests 4,012 — — — — ( 5,819 ) — — ( 5,819 ) 1,807 ( 4,012 )
Deconsolidation of subsidiaries — — — — — 587 — 178,321 178,908 136 179,044
Unrealized gain on available-for-sale securities — — — — — — ( 23 ) — ( 23 ) — ( 23 )
Net loss ( 4,348 ) — — — — — — ( 714,083 ) ( 714,083 ) ( 3,237 ) ( 717,320 )
Balances as of December 31, 2024 142 190,044,473 196 6,191,761 ( 275,000 ) 1,903,155 8 ( 3,096,263 ) ( 1,467,904 ) 10,150 ( 1,457,754 )
Repurchase of common stock — ( 1,405,411 ) — 1,405,411 ( 48,276 ) — — — ( 48,276 ) — ( 48,276 )
Issuance of shares under equity compensation plans
— 6,146,003 6 — — 27,729 — — 27,735 — 27,735
Issuance of common stock under ESPP — 261,422 — — — 6,414 — — 6,414 — 6,414
Repurchase of RSU shares to satisfy tax withholding — ( 274,530 ) — — — ( 14,226 ) — — ( 14,226 ) — ( 14,226 )
Stock-based compensation — — — — — 140,168 — — 140,168 — 140,168
Issuance of noncontrolling interests 2,150 — — — — — — — — — —
Transfers from (to) noncontrolling interests
3,380 — — — — ( 5,594 ) — — ( 5,594 ) 2,214 ( 3,380 )
Unrealized gain on available-for-sale securities
— — — — — — 4 — 4 — 4
Net loss ( 6,242 ) — — — — — — ( 724,931 ) ( 724,931 ) ( 1,765 ) ( 726,696 )
Balances as of December 31, 2025 $ ( 570 ) 194,771,957 $ 202 7,597,172 $ ( 323,276 ) $ 2,057,646 $ 12 $ ( 3,821,194 ) $ ( 2,086,610 ) $ 10,599 $ ( 2,076,011 )
The accompanying notes are an integral part of these consolidated financial statements.
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BRIDGEBIO PHARMA, INC.
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
2025 2024 2023
Operating activities:
Net loss $ ( 732,938 ) $ ( 543,347 ) $ ( 653,251 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 133,024 95,800 108,710
Loss on extinguishments of debt 21,155 26,590 —
Noncash interest expense on deferred royalty obligations (1) 125,138 8,299 —
Amortization of debt discount and issuance costs 5,967 7,464 8,907
Depreciation and amortization 5,434 6,075 6,494
Noncash lease expense 4,902 4,110 4,032
Net loss from equity method investments 72,608 31,183 —
Change in fair value of the embedded derivative associated with the deferred royalty obligation ( 19,652 ) ( 1,550 ) —
Noncash income from equity method investments ( 8,833 ) — —
(Gain) loss on deconsolidation of subsidiaries — ( 178,321 ) 1,241
Gain from investment in equity securities, net — ( 8,136 ) ( 18,314 )
Accrual of payment-in-kind interest on term loan — — 10,207
Other noncash adjustments, net ( 1,651 ) ( 935 ) ( 803 )
Changes in operating assets and liabilities:
Accounts receivable, net ( 134,722 ) ( 2,971 ) 15,328
Inventories ( 25,307 ) — —
Prepaid expenses and other current assets ( 8,777 ) ( 13,918 ) ( 2,702 )
Other assets 1,113 1,542 ( 1,546 )
Accounts payable 26,609 1,512 2,780
Accrued compensation and benefits 23,022 16,986 7,802
Accrued research and development liabilities 7,163 8,729 ( 9,855 )
Operating lease liabilities ( 6,547 ) ( 5,902 ) ( 4,829 )
Deferred revenue ( 11,428 ) 21,875 ( 5,438 )
Other liabilities (2) 77,810 4,189 3,517
Net cash used in operating activities ( 445,910 ) ( 520,726 ) ( 527,720 )
Investing activities:
Purchases of marketable securities ( 28,197 ) ( 93,811 ) ( 29,726 )
Maturities of marketable securities 11,000 95,000 82,550
Purchases of investments in equity securities — ( 20,271 ) ( 107,538 )
Proceeds from sales of investments in equity securities — 63,229 110,556
Proceeds from special cash dividends received from an investment in equity securities 2,302 25,682 —
Payment for intangible assets ( 8,495 ) ( 7,975 ) —
Purchases of property and equipment ( 1,097 ) ( 933 ) ( 1,306 )
Decrease in cash and cash equivalents resulting from deconsolidation of subsidiaries — ( 140 ) ( 503 )
Net cash provided by (used in) investing activities ( 24,487 ) 60,781 54,033
Financing activities:
Proceeds from issuance of 2031 Notes 575,000 — —
Issuance costs and discounts associated with 2031 Notes ( 12,034 ) — —
Repurchase of common stock ( 48,276 ) — —
Proceeds from a royalty obligation under the Royalty Purchase Agreement 300,000 — —
Issuance costs associated with a royalty obligation under the Royalty Purchase Agreement ( 3,010 ) — —
Proceeds from royalty obligation under Funding Agreement — 500,000 —
Issuance costs and discounts associated with royalty obligation under Funding Agreement — ( 27,513 ) —
Proceeds from term loan under the Amended Financing Agreement — 450,000 —
Issuance costs and discounts associated with term loan under the Amended Financing Agreement — ( 15,986 ) —
Repayment of term loans ( 459,000 ) ( 473,417 ) —
Repayments of deferred royalty obligations (3) ( 15,460 ) — —
Proceeds from issuance of common stock through public offerings, net — 314,741 449,810
Proceeds from common stock issuances under ESPP 6,414 4,502 3,398
Proceeds from stock option exercises, net of repurchases 27,735 3,656 6,008
Transactions with noncontrolling interests 2,150 — ( 801 )
Repurchase of RSU shares to satisfy tax withholding ( 14,226 ) ( 7,526 ) ( 6,880 )
Net cash provided by financing activities 359,293 748,457 451,535
Net increase (decrease) in cash, cash equivalents, and restricted cash ( 111,104 ) 288,512 ( 22,152 )
Cash, cash equivalents, and restricted cash at beginning of year 683,244 394,732 416,884
Cash, cash equivalents, and restricted cash at end of year $ 572,140 $ 683,244 $ 394,732
(1) Including a related party amount of $ 10,944 for the year ended December 31, 2025 (as described in Note 10).
(2) Including a related party amount of $ 2,003 for the year ended December 31, 2025 (as described in Note 10).
(3) Including a related party amount of $( 2,295 ) for the year ended December 31, 2025 (as described in Note 10).
\
The accompanying notes are an integral part of these consolidated financial statements.
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BRIDGEBIO PHARMA, INC.
Consolidated Statements of Cash Flows
(Continued)
(in thousands)
Years Ended December 31,
2025 2024 2023
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 43,670 $ 91,342 $ 61,108
Cash paid for income taxes $ 1,198 $ — $ —
Supplemental Disclosures of Noncash Investing and Financing Information:
Unpaid property and equipment $ 43 $ 279 $ 100
Transfers to noncontrolling interests $ ( 5,594 ) $ ( 5,819 ) $ ( 10,534 )
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents $ 570,119 $ 681,101 $ 375,935
Restricted cash — Included in “Prepaid expenses and other current assets” 550 126 16,653
Restricted cash — Included in “Other assets” 1,471 2,017 2,144
Total cash, cash equivalents and restricted cash at end of years shown on the consolidated
statements of cash flows $ 572,140 $ 683,244 $ 394,732
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BRIDGEBIO PHARMA, INC.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
BridgeBio Pharma, Inc. (“BridgeBio,” the “Company,” or “we”), is a commercial-stage, multi-product biopharmaceutical company organized around a portfolio operating model to discover, develop, and deliver medicines for patients with genetic diseases. We seek to translate advances in genetic science into therapies for patient populations with significant unmet medical needs. BridgeBio was founded in 2015, and its team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. On November 22, 2024, the Company received approval from the United States Food and Drug Administration (“FDA”) for Attruby TM (acoramidis) and began to generate product revenue from the commercialization of Attruby in the U.S. On February 10, 2025, the European Commission (“EC”) approved Beyonttra TM (acoramidis) for the treatment of transthyretin amyloid cardiomyopathy (ATTR-CM) in the EU. On March 27, 2025, the Japanese Ministry of Health, Labour and Welfare approved Beyonttra for the treatment of ATTR-CM in Japan, and on May 21, 2025, the National Health Insurance in Japan approved the pricing of Beyonttra. In April 2025, the United Kingdom Medicines and Healthcare Products Regulatory Agency approved Beyonttra for the treatment of ATTR-CM in the UK in April 2025. In addition, we have three product candidates (low-dose infigratinib for achondroplasia, encaleret for ADH1, and BBP-418 for limb-girdle muscular dystrophy type 2I/R9, or LGMD2I/R9) in our late-stage development pipeline.
Since inception, BridgeBio has either created wholly-owned subsidiaries or has made investments in certain controlled entities, including partially-owned subsidiaries for which BridgeBio has a majority voting interest, and variable interest entities (“VIEs”) for which BridgeBio is the primary beneficiary (collectively, “we”, “our”, or “us”). BridgeBio is headquartered in Palo Alto, California.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of BridgeBio and its wholly-owned subsidiaries and controlled entities, substantially all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record “Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests” on our consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties.
In determining whether an entity is considered a controlled entity, we applied the VIE and Voting Interest Entity (“VOE”) models. We assess whether we are the primary beneficiary of a VIE based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it has a controlling financial interest in the entity through its ownership of greater than 50% of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. We assess whether we are the primary beneficiary of a VIE or whether we have a majority voting interest for entities consolidated under the VOE model at the inception of the arrangement and at each reporting date.
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and, in the opinion of management, reflect all adjustments, which include only normal and recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, stockholders’ deficit and our cash flows for the periods presented. Certain reclassifications have been made to prior period amounts to conform to current period presentations. The results of operations for the years ended December 31, 2025, 2024 and 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period.
Variable Interest Entities and Voting Interest Entities
BridgeBio consolidates those entities in which it has a direct or indirect controlling financial interest based on either the VIE model or the VOE model.
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BRIDGEBIO PHARMA, INC.
Notes to Consolidated Financial Statements
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.
The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE.
To assess whether BridgeBio has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, BridgeBio considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (management and representation on the Board of Directors) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.
To assess whether BridgeBio has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, BridgeBio considers all of its economic interests, which primarily include equity investments in preferred and common stock and issuance of notes that are convertible into preferred stock, that are deemed to be variable interests in the VIE. This assessment requires BridgeBio to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE’s capital structure, and the reasons why the interests are held by BridgeBio.
At the VIE’s inception, BridgeBio determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. We have determined that the consolidated VIEs, in which BridgeBio is the primary beneficiary, individually meet the definition of a business. There are no significant restrictions on the assets and liabilities of BridgeBio’s consolidated VIEs. BridgeBio then performs ongoing reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation and disclosure conclusions are required each reporting period.
Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating, or liquidation rights. Refer to Note 5.
Equity Method and Other Equity Investments
We use the equity method to account for any of our investments under the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 323 Investments - Equity Method and Joint Ventures (“ASC 323”), where we may not be the primary beneficiary, but may still exercise significant influence over the financial and operating policies of the investee. Our consolidated net loss includes our Company’s proportionate share of the net income or loss from equity method investment and amortization of any in-process research and development asset (“IPR&D asset”). Our judgment regarding the level of influence over each equity method investee includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions, and other material transactions.
We measure the fair value of our investment in equity securities at each reporting period in accordance with ASC 321, Investments - Equity Securities (“ASC 321”). Changes in fair value resulting from observable price changes are included in “Other income (expense), net” on our consolidated statements of operations. Upon sale of an equity security, any realized gain or loss is recognized in our consolidated statements of operations. We generally classify our investment in equity securities as a noncurrent asset, unless we intend to liquidate these investments to fund current operations, in which case we would classify these investments as a current asset.
Refer to Note 6 for further discussions on our equity method investments and other equity security investment.
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Notes to Consolidated Financial Statements
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. Amounts on deposit may at times exceed federally insured limits. Although management currently believes that the financial institutions with whom the Company does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so . The Company has not experienced any credit losses associated with its balances as of December 31, 2025 and 2024 .
During the year ended December 31, 2025, our revenues were generated primarily from product sales to customers and from license and collaboration agreements with strategic partners. During the years ended December 31, 2024 and 2023, our revenues were generated primarily from license and collaboration agreements with strategic partners.
The following table summarizes customers that represent 10% or greater of our consolidated total gross revenues:
Years Ended December 31,
2025 2024 2023
Bayer (as described in Note 11) 14.4 % 59.3 % *
Kyowa Kirin Co., Ltd (as described in Note 11) * 34.3 % *
Bristol-Myers Squibb Company (as described in Note 11) * * 80.6 %
LianBio (as described in Note 6) * * 14.5 %
Customer A 18.5 % * *
Customer B 19.8 % * *
Customer C 14.5 % * *
Customer D 14.5 % * *
Customer E 11.1 % * *
* Represents less than 10% and/or not a customer in the applicable period.
We are subject to credit risk from our accounts receivable which primarily consist of amounts due from product sales to customers and from license and collaboration agreements with strategic partners. We have not experienced any material losses related to receivables from individual customers or groups of customers. We also do not require any collateral. Accounts receivable are recorded net of allowance for credit losses, if any. As of December 31, 2025, five customers each accounted for more than 10% of our consolidated gross accounts receivable balance, at 27.0 %, 20.3 %, 19.1 %, 15.0 % and 14.9 %. As of December 31, 2024, five customers each accounted for more than 10% of our consolidated gross accounts receivable balance, at 17.3 %, 17.3 %, 16.9 %, 12.0 % and 11.9 %.
We are subject to certain risks and uncertainties and we believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which we rely, development of sales channels, protection of our intellectual property, litigation or claims against us based on intellectual property, patent, product, regulatory, clinical or other factors, and our ability to attract and retain employees necessary to support our growth.
We are dependent on third-party contract manufacturing organizations (“CMOs”) to supply Attruby and Beyonttra and for research and development activities in our programs. In particular, we rely and expect to continue to rely on a small number of manufacturers to supply us with our requirements for the active pharmaceutical ingredients and formulated drugs related to the sale of our commercial product and the research and development of our other clinical product candidates. For certain clinical product candidates, we rely on a single source manufacturer. The sale of our commercial product and development of our other clinical product candidates could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs.
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Notes to Consolidated Financial Statements
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to:
• revenue recognition for transactions accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”), including estimating the impact of the variable consideration and determining and allocating the transaction price to performance obligations,
• accruals for research and development activities, such as clinical, development, regulatory, and sales-based milestone payments in our in-licensing agreements,
• deferred royalty obligations, related embedded derivative liability and underlying assumptions,
• accruals for performance-based milestone compensation arrangements,
• the expected recoverability and estimated useful lives of our long-lived assets,
• additional charges as a result of, or that are associated with, any restructuring initiative as well as impairment and related charges,
• inventory valuation and related reserves, and
• allowance for credit losses.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions.
Cash, Cash Equivalents, Marketable Securities, and Restricted Cash
We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds, U.S. treasury bills, agency discount notes, and securities issued by the U.S. government or its agencies.
Our marketable securities consist of high investment grade fixed income securities invested in U.S. treasury bills and agency discount notes. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included as a component of stockholders’ deficit. We classify our marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity which is included in interest income on the consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in “Other income (expense), net” on our consolidated statements of operations. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.
Our cash, cash equivalents, marketable securities, and restricted cash are exposed to credit risk in the event of default by the third parties that hold or issue such assets. Our cash, cash equivalents, marketable securities, and restricted cash are held by financial institutions that management believes are of high credit quality. Our investment policy limits investments to fixed income securities denominated and payable in U.S. dollars such as commercial paper, U.S. government obligations, treasury bills, and money market funds, and places restrictions on maturities and concentrations by type and issuer.
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Notes to Consolidated Financial Statements
Restricted cash primarily represents certain letters of credit for lease agreements, of which we have pledged cash and cash equivalents as collateral.
Fair Value Measurements
Assets and liabilities recorded at fair value on a recurring basis in the 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:
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; and
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.
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment we exercise in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values, due to their short-term nature.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the life of the assets are expensed when incurred. Upon sale or retirement of assets, the cost and accumulated depreciation is removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized.
The estimated useful lives of our property and equipment are as follows:
Furniture and office equipment 3 - 5 years
Laboratory and machinery equipment 5 - 15 years
Leasehold improvements Shorter of remaining lease term or estimated useful life of the related asset
Depreciation expense of property and equipment was $ 2.5 million, $ 3.7 million and $ 4.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Leases
Our lease portfolio includes leases for our corporate headquarters, office spaces, and laboratory facilities. We determine if an arrangement is a lease at the inception of the contract. The asset component of our operating leases is recorded as “Operating lease right-of-use assets”, and the liability component is recorded as “Operating lease liabilities, current portion” and “Operating lease liabilities, net of current portion” on our consolidated balance sheets. The asset component of our finance leases is included in “Property and equipment, net”, and current and noncurrent finance lease liabilities are presented as part of “Other current liabilities” and “Other long-term liabilities”, respectively, on our consolidated balance sheets. Assets under finance leases are depreciated in a manner similar to other property and equipment.
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Notes to Consolidated Financial Statements
Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Right-of-use assets are adjusted for lease incentive amounts expected to be received. On the lease commencement date, we estimate and include in our lease payments any lease incentive amounts based on future events when (1) the events are within our control and (2) the event triggering the right to receive the incentive is deemed reasonably certain to occur. If the lease incentive received is greater or less than the amount recognized at lease commencement, we recognize the difference as an adjustment to right-of-use asset and/or lease liability, as applicable.
Right-of-use assets and lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset, which is generally straight-line, over the shorter of the lease term or the useful life of the right-of-use asset. We recognize variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space we lease.
Other Current Liabilities
Other current liabilities presented on the consolidated balance sheets consisted of the following balances:
December 31, 2025 December 31, 2024
(in thousands)
Accrued rebates and other related costs $ 45,909 $ 210
Accrued commercial 35,773 11,267
Accrued interest 14,411 11,056
Deferred royalty obligations, current portion (1) 11,221 144
Accrued professional services 3,665 3,673
Milestone-based liabilities — 1,595
Other accrued liabilities 9,243 5,126
Total other current liabilities $ 120,222 $ 33,071
(1) Including a related party amount of $ 2,003 as of December 31, 2025 (as described in Note 10).
Segments
We are a single operating and reportable segment, which is in the business of identifying, advancing and commercializing transformative medicines to treat patients. We operate in one segment because our business offerings have similar economics and other characteristics, including the nature of products, clinical and manufacturing processes, types of customers, distribution methods, and regulatory environments. We are managed in the aggregate as one business segment by the Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer.
While we operate as a single reportable segment, our research and development expenses for our significant programs are tracked and regularly reported to our CODM. Research and development costs consist primarily of external costs, such as fees paid to consultants, contractors, CMOs, and contract research organizations (“CROs”), and purchase of active pharmaceutical ingredients (“APIs”), in connection with our preclinical, contract manufacturing and clinical development activities; as well as internal costs, such as personnel and facility costs, and are tracked on a program-by-program basis. License fees and other costs incurred after a product candidate has been designated and that are directly related to the product candidate are included in the specific program expense. License fees and other costs incurred prior to designating a product candidate are included in early-stage development and research programs, which are presented in the following table in “Other development programs” and “Other research programs,” respectively.
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Notes to Consolidated Financial Statements
The following table summarizes our segment information for significant operating expenses:
Years Ended December 31,
2025 2024 2023
(in thousands)
Revenues:
Net product revenue $ 362,368 $ 2,884 $ —
License and services revenue 128,322 218,849 9,303
Royalty revenue 11,386 169 —
Total revenues, net 502,076 221,902 9,303
Operating costs and expenses:
Cost of revenues:
Cost of goods sold 15,687 1,442 —
Cost of license, services, and royalty revenue 5,275 2,436 2,446
Total cost of revenues 20,962 3,878 2,446
Research and development by significant program:
Acoramidis for the treatment of ATTR-CM and primary prevention in
asymptomatic carriers of a pathogenic TTR variant 116,844 164,782 101,041
Infigratinib for achondroplasia and hypochondroplasia 122,685 91,869 63,239
BBP-418 for LGMD2I/R9 56,008 40,220 33,903
Encaleret for ADH1 59,955 49,091 44,773
Other development programs 22,703 71,732 82,165
Other research programs 73,758 88,767 130,590
Total segment research and development 451,953 506,461 455,711
Selling, general and administrative 531,225 288,931 150,590
Restructuring, impairment, and related charges 21,347 15,605 7,926
Total operating costs and expenses 1,025,487 814,875 616,673
Loss from operations ( 523,411 ) ( 592,973 ) ( 607,370 )
Other income (expense), net:
Interest income 19,854 17,249 18,038
Interest expense ( 53,103 ) ( 90,991 ) ( 81,289 )
Noncash interest expense on deferred royalty obligations (1) ( 125,138 ) ( 8,299 ) —
Gain on deconsolidation of subsidiaries — 178,321 —
Loss on extinguishments of debt ( 21,155 ) ( 26,590 ) —
Net loss from equity method investments ( 72,608 ) ( 31,183 ) —
Other income, net 43,058 12,272 17,370
Total other income (expense), net ( 209,092 ) 50,779 ( 45,881 )
Loss before income taxes ( 732,503 ) ( 542,194 ) ( 653,251 )
Provision for income taxes 435 1,153 —
Net loss ( 732,938 ) ( 543,347 ) ( 653,251 )
Net loss attributable to redeemable convertible noncontrolling
interests and noncontrolling interests 8,007 7,585 10,049
Segment net loss attributable to common stockholders of BridgeBio $ ( 724,931 ) $ ( 535,762 ) $ ( 643,202 )
(1) Including a related party amount of $( 10,944 ) for the year ended December 31, 2025 (as described in Note 10).
There are no reconciling items or adjustments between segment “Total revenues, net” and “Net loss attributable to common stockholders of BridgeBio”, and consolidated “Total revenues, net” and “Net loss attributable to common stockholders of BridgeBio.”
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Notes to Consolidated Financial Statements
Total revenues, net is attributed to regions based on the location of our customers or license and collaboration partners.
Years Ended December 31,
2025 2024 2023
U.S. 72.2 % 6.0 % 84.9 %
Europe, Middle East, and Africa (EMEA) 25.3 % 59.5 % 0.6 %
Asia-Pacific (APAC) 2.5 % 34.5 % 14.5 %
Total 100.0 % 100.0 % 100.0 %
The CODM does not review assets at a different asset level or category than the amounts disclosed in the consolidated balance sheets. As of December 31, 2025, our capitalized property and equipment located in the U.S., Canada and the rest of the world are approximately 44.2 %, 51.6 %, and 4.2 %, respectively. As of December 31, 2024, our capitalized property and equipment located in the U.S., Canada and the rest of the world are approximately 51.6 %, 44.7 % and 3.7 %, respectively.
Capped Call Transactions
In connection with the issuance of the 2029 Notes and the 2027 Notes (see Note 9), BridgeBio entered into certain capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the holders of BridgeBio’s common stock upon any conversion of the 2029 Notes and the 2027 Notes and/or offset any cash payments BridgeBio is required to make in excess of the principal amount of converted 2029 Notes and 2027 Notes, with such reduction and/or offset subject to a cap based on the cap price (see Note 9). The capped calls meet the conditions outlined in ASC 815-40, Derivatives and Hedging , to be classified in stockholders’ equity as a reduction to additional paid-in capital and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
Deferred Royalty Obligations, net
We treat the debt obligations to the Royalty Agreement Purchasers and Funding Agreement Purchasers as defined and discussed further in Note 10 as deferred royalty obligations, amortized using the effective interest rate method over the estimated life of the revenue streams. We recognize interest expense thereon using the effective rate, which is based on our current estimates of future net sales over the life of the related arrangements. In connection therewith, we periodically assess our expected net sales using internal projections, impute interest on the carrying value of the deferred royalty obligations, and record interest expense using the imputed effective interest rate. To the extent our estimates of future net sales are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, we will account for any such changes by adjusting the effective interest rate on a prospective basis, with a corresponding impact to the reclassification of our deferred royalty obligations. The assumptions used in determining the expected repayment terms of the deferred royalty obligations and amortization period of the debt discount and issuance costs requires that we make estimates that could impact the classification of such costs, as well as the period over which such costs will be amortized.
Derivative Financial Instruments
The Company evaluates its debt or other funding agreements to determine if those agreements or embedded components of those agreements qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity . The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability in “Deferred royalty obligations, net” on our consolidated balance sheets. The change in fair value is recorded in the accompanying consolidated statements of operations as a component of “Other income, net”. As of December 31, 2025 and 2024, the Company has an embedded derivative with a fair value of $ 21.4 million and $ 41.1 million, respectively, related to our deferred royalty obligation under the Funding Agreement. Refer to Note 3 and Note 10 for further details regarding our embedded derivative and deferred royalty obligations.
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Notes to Consolidated Financial Statements
Debt Issuance Costs
Debt issuance costs are amortized to interest expense over the estimated life of the related debt based on the effective interest method. In accordance with ASC 835, Interest , we present debt issuance costs on the consolidated balance sheets as a direct deduction from the associated debt.
Treasury Stock
Repurchased treasury stock is recorded at cost, including any commissions and fees.
Collaborative Agreements
We enter into collaboration arrangements with partners, under which we may grant licenses to further develop, manufacture and commercialize our drug compounds and/or product candidates. We may also perform research, development, manufacturing, commercialization, and supply activities under our collaboration agreements. Consideration under these arrangements may include, upfront payments, development and regulatory milestones, expense reimbursements, royalties based on net sales of commercial products, and commercial sales milestone payments.
When we enter into collaboration agreements, we assess whether the arrangements fall within the scope of ASC 808, Collaborative Arrangements , based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, we assess whether the payments between us and our partner fall within the scope of other accounting literature. If we conclude that payments from the partner to us represent consideration from a customer, such as license fees, contract manufacturing, and research and development activities, we account for those payments within the scope of ASC 606. However, if we conclude that our partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing, and commercial activities, we record such payments as a reduction of research and development expense or selling, general and administrative expense, based on where we present the underlying expense. Additionally, if we reimburse our collaboration partners for these activities, we record such reimbursements as research and development expense or selling, general and administrative expense, depending upon the nature of the underlying expense.
Revenue Recognition
For elements or transactions that we determine should be accounted for under ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy our performance obligation. We apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to the customer.
At inception of the arrangement, we assess the promised goods or services to identify the performance obligations within the contract. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation, on a relative standalone selling price basis, when (or as) the performance obligation is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, we recognize revenue based on the use of an input method. As part of the accounting for these arrangements, we develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. These key assumptions may include forecasted revenue or costs, development timelines, discount rates and probabilities of clinical and regulatory success.
• Net product revenue: Revenue is recognized when our customers, primarily specialty pharmacies and specialty distributors, obtain control of the product and revenue is adjusted to reflect discounts, chargebacks, rebates, returns and other allowances associated with the respective sales as further described below.
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Notes to Consolidated Financial Statements
• License fees : For arrangements that include a grant of a license to our intellectual property, we consider whether the license grant is distinct from the other performance obligations included in the arrangement. We determine the license to be distinct if the customer is able to benefit from the license with the resources available to it. For licenses that are distinct, we recognize revenues from nonrefundable, upfront license fees and other consideration allocated to the license when the license term has begun and we have provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. For licenses that are bundled with other promises, we determine whether the combined performance obligation is satisfied over time or at a point in time. If the combined performance obligation is satisfied over time, we use judgment in determining the appropriate method of measuring progress for purposes of recognizing revenue from the upfront license fees. We evaluate the measure of progress for each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.
• Development and regulatory milestone payments : At the inception of each arrangement that includes development and regulatory milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. We generally include these milestone payments in the transaction price when they are achieved because there is considerable uncertainty in the research and development processes that trigger these payments under our agreements. Similarly, we include approval milestone payments in the transaction price once the product is approved by the applicable regulatory agency. At the end of each subsequent reporting period, we re-evaluate the probability of achieving such development and regulatory milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis.
• Sales-based milestone payments and royalties : For arrangements that include sales-based royalties, including milestone payments based on the volume of sales, we will determine whether the license is deemed to be the predominant item to which the royalties or sales-based milestones relate and if such is the case, we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Our partners generally report sales information with a time lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners. Differences between actual and estimated royalty revenues are adjusted in the period in which they become known, typically the following quarter.
• Product supply services : Arrangements that include a promise for the future supply of drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. We will assess if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations and recognized when the future goods or services related to the option are provided or the option expires.
• Research and development services : For arrangements that include research and development services, we will recognize revenue over time using an input method, representing the transfer of goods or services as we perform activities over the term of the arrangement.
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Notes to Consolidated Financial Statements
Revenues from product sales are recorded at the net sales price, or “transaction price”, which includes estimates of variable consideration for which reserves are established that result from discounts and fees, chargebacks, rebates, returns, co-pay assistance and other allowances that are offered within contracts between us and our customers, health care providers and other indirect customers relating to the sale of Attruby. These reserves are based on amounts earned or to be claimed on the related sale and are classified as reductions of accounts receivable (if the amount is payable to the customer) or other current liabilities (if the amount is payable to a third party other than a customer). We use the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, or the most likely amount method, which is the single most likely amount in a range of possible considerations, to estimate variable consideration related to our product revenue. The estimates of reserves established for variable consideration reflect current contractual and statutory requirements, our historical experience, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration that is included in the transaction price may be constrained and is included in net product revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from our estimates. If actual results vary from our estimates, we will adjust these estimates prospectively in the period such change in estimate becomes known, which could affect net product revenue and earnings in the period of adjustment.
The following are the components of variable consideration related to net product revenue:
• Chargebacks: Chargebacks result from contractual commitments with the government and other entities to sell products to qualified healthcare providers at prices lower than the list prices charged to our customers. Our customers charge us for the difference between what they pay for the product and the selling price to the qualified healthcare providers. We record reserves and reduce our product revenue for these chargebacks related to product sold to our customers during the reporting period as well as our estimate of product that remains in the distribution channel at the end of the reporting period that we expect will be sold to qualified healthcare providers in future periods. Our established reserve for chargebacks is included as an offset against our “Accounts receivable, net” balance on our consolidated balance sheets.
• Trade discounts and allowances: We provide customary invoice discounts on sales to our U.S. customers for prompt payment. The discounts are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue, and the establishment of a reserve that is offset against our “Accounts receivable, net” balance on our consolidated balance sheets.
• Distribution fees: We receive and pay for various distribution services provided by our customers. These fees are generally accounted for as a reduction of product revenue in the same period the related revenue is recognized, and the establishment of a reserve is offset against our “Accounts receivable, net” balance on our consolidated balance sheets. To the extent that the services received are distinct from the sale of products to our customers, we classify these payments as selling, general and administrative expenses.
• Government rebates: We are subject to discount obligations under government programs, including Medicare and Medicaid programs in the U.S. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with payers or statutory requirements pertaining to Medicare and Medicaid benefit providers. The allowance for rebates is based on contractual or statutory discount rates, estimated payer mix, and expected utilization. Our estimates for the expected utilization of rebates are based on historical dispense data received from our customers and invoices received. We monitor sales trends and adjust the allowance on a quarterly basis to reflect the most recent rebate experience. Our reserve for these rebates is recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of the liability that is included in “Other current liabilities” on our consolidated balance sheets.
• Other incentives: Other incentives include co-payment assistance that we provide to patients with commercial insurance that have coverage and qualify for co-payment assistance. Co-payment assistance is accrued based on an estimate of the number of co-payment assistance claims and the cost per claim that we expect to receive associated with products that have been recognized as product revenue. The estimate is recorded as a reduction of product revenue in the same period that the related revenue is recognized and also results in the establishment of a liability which is included in “Other current liabilities” on our consolidated balance sheets.
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Notes to Consolidated Financial Statements
• Product returns: Consistent with industry practice, we offer our customers limited product return rights for damages, shipment errors, and expiring product; provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution or customer agreement. In estimating for product returns, we consider historical product returns, the underlying product demand, and industry specific data. We estimate the amount of product sales that may be returned and record the estimate as a reduction of revenue and a refund liability included in “Other current liabilities” on our consolidated balance sheets in the period the related product revenue is recognized.
During the years ended December 31, 2025 and 2024, we recognized net product revenue of $ 362.4 million and $ 2.9 million, respectively, related to product sales of Attruby. There were no significant changes in estimates of variable considerations during the years ended December 31, 2025 and 2024.
As of December 31, 2024, our variable consideration reserves under ASC 606 totaled $ 0.4 million, consisting of accrued rebates and other accruals of $ 0.2 million and reserves against accounts receivable of $ 0.2 million.
During the year ended December 31, 2025, we recorded $ 150.1 million of reductions to current-year product revenue, primarily related to chargebacks and government rebates determined largely based on mandated discount rates under government programs.
During the same period, we recorded $ 96.2 million of payments made or credits issued related to current-year product revenue, reflecting the utilization and settlement of previously recorded estimates of variable consideration.
As of December 31, 2025, our variable consideration reserves totaled $ 54.3 million, consisting of $ 46.0 million of accrued rebates and other accruals and $ 8.3 million of reserves against accounts receivable, all of which are expected to be settled within the normal course of business.
For revenue recognized under licensing and collaboration arrangements, we identify the performance obligations and allocate the total consideration we expect to receive on a relative standalone selling price basis to each performance obligation. Variable considerations, such as performance-based milestones, will be included in the total consideration if we expect to receive such consideration and if it is probable that the inclusion of the variable consideration will not result in a significant reversal in the cumulative amount of revenue recognized under the arrangement. Our estimate of the total consideration we expect to receive under each licensing and collaboration arrangement is updated for each reporting period, and any adjustments to revenue are recorded on a cumulative catch-up basis.
Accounts Receivable, net
Accounts receivable, net includes receivables from our product sales to customers, and from our collaboration partners as a result of licensing and collaboration agreements. Receivables from licensing and collaboration agreements represent valid claims against our collaboration partners, including unbilled receivables and royalty payments due from third parties for licensing our technology. Unbilled receivables include balances due from our collaboration partners related to development services and transition-related receivables that are recognized when the related costs are incurred for the partnered programs but prior to the achievement of contractual billing rights. Total receivables from our product sales to customers and licensing and collaboration agreements as of December 31, 2025 and 2024 are presented as “Accounts receivable, net” on our consolidated balance sheets.
We evaluate the collectability of our receivables based on historical collection trends, the financial condition of payment partners, and external market factors and provide for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of December 31, 2025 and 2024, we did not have an allowance for credit losses.
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Notes to Consolidated Financial Statements
Inventories
Inventory is recorded at the lower of cost or net realizable value. The cost of raw materials, work in process and finished goods are determined using a standard cost approach, which approximates actual cost determined on a first-in, first-out basis. Raw and intermediate materials that may be used for either research and development or commercial purposes are classified as inventory until the material is consumed or otherwise allocated for research and development. If the material is used for research and development, it is expensed as research and development once that determination is made. We capitalize inventory costs that are expected to be sold commercially once we determine it is probable that the inventory costs will be recovered through commercial sales. Prior to regulatory approval of our product candidates, we record costs related to manufacturing and materials as “Research and development” expenses in the period incurred on the consolidated statements of operations, and therefore such costs are not included in cost of revenues. Subsequent to the FDA approval of Attruby in November 2024, the costs directly related to Attruby manufacturing were capitalized as inventory. We periodically review inventories to identify excess, dated, or obsolete inventory and record reserves and write-downs as necessary to reflect inventories at net realizable value. Provision for inventory reserves and write-downs are recorded within “Cost of revenues” on the consolidated statements of operations.
Inventories presented on the consolidated balance sheet consisted of the following balances:
December 31, 2025
(in thousands)
Raw materials $ 14,997
Work in process 6,104
Finished goods 6,509
Inventory reserve ( 857 )
Total inventories $ 26,753
Cost of Revenues
Cost of revenues consists of the following classifications, which are presented accordingly on our consolidated statements of operations:
• Cost of goods sold : Cost of goods sold consists of manufacturing costs, transportation and freight-in, indirect overhead costs (including salary related and stock-based compensation expenses) associated with the commercial manufacturing and distribution of Attruby, and third-party royalties payable on our net product revenue. Cost of goods sold may also include period costs related to excess, dated or obsolete inventory adjustment charges, unabsorbed manufacturing and overhead costs, and manufacturing variances.
• Cost of license, services, and royalty revenue : Cost of license, services, and royalty revenue consists of manufacturing costs relating to product supply of Beyonttra to our collaboration partners, royalties owed to a third party on the net sales of our licensed product, as well as amortization of intangible assets associated with our license and collaboration agreements, which are amortized over the life of the underlying intellectual property.
Research and Development Expenses
Research and development costs are expensed as incurred. Research and development expenses consist of salaries, benefits and other personnel-related costs including stock-based compensation expense, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain research and development activities on our behalf, and allocated facility and other related costs. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed.
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Notes to Consolidated Financial Statements
Accrued Research and Development Liabilities
We record accruals for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies, clinical trials, and contract manufacturing activities. We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and include these costs in “Accrued research and development liabilities” on the consolidated balance sheets and within “Research and development expenses” on the consolidated statements of operations. These costs are a significant component of our research and development expenses.
Examples of estimated research and development expenses that we accrue include:
• fees paid to CROs in connection with preclinical and toxicology studies and clinical trials;
• fees paid to investigative sites in connection with clinical trials;
• fees paid to CMOs in connection with the production of product and clinical trial materials; and
• professional service fees for consulting and related services.
We base our expense accruals related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors, such as the successful enrollment of patients and the completion of clinical trial milestones. Our service providers generally invoice us monthly in arrears for services performed. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. We record advance payments to service providers as prepaid expenses.
We record accruals for the estimated costs of our contract manufacturing activities performed by third parties. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows to our vendors. Payments under the contracts include upfront payments and milestone payments, which depend on factors such as the achievement of the completion of certain stages of the manufacturing process. For purposes of recognizing expense, we assess whether we consider the production process sufficiently defined to be considered the delivery of a good or the delivery of a service, where processes and yields are developing and less certain. If we consider the process to be the delivery of a good, we recognize expense when the drug product is delivered, or we otherwise bear risk of loss. If we consider the process to be the delivery of a service, we recognize expense based on our best estimates of the contract manufacturer’s progress towards completion of the stages in the contract. We base our estimates on the best information available at the time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. Any increases or decreases in cost are generally considered to be changes in estimates and will be reflected in research and development expenses in the period identified.
Milestone and Royalty Payments Under In-licensing and Other Research & Development Agreements
Under our in-licensing and other research and development agreements, we could be required to pay development, regulatory, and sales-based milestone payments if certain substantive milestones are met. We generally expense development milestones as incurred. For regulatory or sales-based milestones that are associated with an approved asset, we capitalize the milestone payments related to the asset purchase as a finite-lived intangible asset provided that the milestone payment is recoverable based on our estimated projected cash flows and if the asset has alternative future use. Such intangible asset is amortized over its estimated useful life on a straight-line basis, beginning on the date the asset is acquired, which would generally be the regulatory approval date. We assess the carrying value of our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Recoverability of finite-lived intangible assets is measured by comparison of the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate.
We could also be required to pay royalties based on actual net sales under in-licensing agreements. Such royalties are expensed in the period of sale of the product.
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Notes to Consolidated Financial Statements
Selling, general and administrative expenses
Selling, general and administrative expenses include all costs that are not directly related to revenue generating arrangements or research and development. Selling, general and administrative expenses include items for the Company’s selling and administrative functions, such as pre-commercialization, finance, legal, human resources, and information technology support. These functions include costs for items such as salaries and benefits, stock-based compensation and other personnel-related costs, professional fees for external legal, accounting, and other consulting services, allocated facility costs, and depreciation and amortization expenses.
Advertising Expense
Advertising expenses include costs incurred to market the Company’s branded product. Advertising production costs, which include costs incurred during production rather than when the advertising takes place, are expensed as incurred. Advertising communication costs, which include costs to run the ad campaign on digital or traditional marketing channels, such as on third-party websites, television, and social and print media, are expensed over the period of the campaign run. Advertising costs amounted to $ 110.1 million and $ 21.5 million for the years ended December 31, 2025 and 2024, respectively, and are included in “Selling, general and administrative expenses” on the consolidated statements of operations. Advertising costs for the year ended December 31, 2023 were immaterial . Deferred advertising costs primarily consist of vendor payments made in advance to secure media spots across various media channels. Deferred advertising costs are not expensed until the advertising is broadcast. The deferred advertising costs were nil as of December 31, 2025 and 2024, respectively.
Restructuring, Impairment, and Related Charges
Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances, including restructuring and exit activities, indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of an asset group to the future net undiscounted cash flows that the assets are expected to generate. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.
Costs related to contracts without future benefit or contract termination costs are recognized at the earlier of the contract termination or the cease-use dates. Employee severance costs are generally recognized when payments are probable and amounts are reasonably estimable. Other winding down and exit-related costs are recognized as incurred.
Stock-Based Compensation
Stock-based compensation arrangements include stock option grants, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) under our equity incentive plans, as well as shares issued under our Employee Stock Purchase Plan (“ESPP”), through which employees may purchase our common stock at a discount to the market price.
We use the Black‑Scholes option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire shares granted under our ESPP. The Black‑Scholes option valuation model requires the use of assumptions, including the expected term of the award and the expected share price volatility. We use the “simplified” method to estimate the expected option term.
Stock-based compensation is measured at the grant date for all stock-based awards made to employees and consultants based on the fair value of the awards. Compensation expense for purchases under the ESPP is recognized based on the fair value of the award on the date of offering. Stock-based compensation is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.
The estimated fair value of equity awards that contain performance conditions is expensed using an accelerated method over the term of the award once we have determined that it is probable that performance milestones will be achieved. Compensation expense for equity-classified awards that contain performance conditions is measured based on the grant date fair value of the award. Compensation expense for liability-classified awards that contain performance conditions is initially measured based on the grant date fair value of the award and is remeasured at fair value at each reporting date until the date of settlement. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. We assess the probability of the performance milestones being met on a continuous basis.
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Notes to Consolidated Financial Statements
We have elected to recognize the actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur.
Market-based performance equity awards vest based on achievement of market targets, which are subject to the continued service of the employee through the vest date, and are subject to accelerated vesting upon a change in control event. The grant-date fair value of the market-based performance equity awards is determined using the Monte-Carlo valuation model and are recognized as compensation expense over the derived service period of the awards. The Monte-Carlo valuation model requires the use of assumptions, including but not limited to the expected volatility, risk-free rate, expected dividend yield, expected term and possible future market estimates over the derived service period based on historical stock prices and market data. Stock-based compensation expense will be recorded regardless of whether the market conditions are achieved or not. If the related market condition is achieved earlier than its estimated derived service period, the stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met.
Stock-based compensation is recorded in cost of goods sold, research and development expense, and selling, general and administrative expense based on the function of the applicable employee and consultants.
Accrued Milestone Compensation Arrangements
We have performance-based milestone compensation arrangements with certain employees and consultants, whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of (1) cash, (2) equity of BridgeBio, or (3) cash or equity of BridgeBio at our sole election, upon achievement of each contingent milestone. For arrangements that involve settlement by cash or equity of BridgeBio at our sole election, we will classify the milestone compensation arrangements as liability-classified awards when it is probable of achievement because of the possible fixed monetary amounts settlement outcomes. The arrangements would also result in settlement with a variable number of shares based on the then-current stock price at achievement date of each contingent milestone should we elect to settle in equity.
We record accruals for the compensation expense arising from each development milestone when the specific contingent development milestone is probable of achievement and such accruals are measured at each reporting period. We estimate the probability of achieving such milestones based on the progression and expected outcome of the related clinical programs. We base our estimates on the best available information at that time. However, additional information may become available to us which may allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to milestone compensation expenses in future periods. Any increases or decreases in such expenses are generally considered to be changes in estimates and will be reflected in the period identified.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
For U.S. federal income tax purposes, we are required to file a consolidated U.S. federal income tax return for the consolidated entities which meet the requirements as prescribed by the consolidated regulations. Those entities that do not meet the threshold to be included in the consolidated filing continue to file separate U.S. federal income tax returns. We are required to assess stand-alone valuation allowances separately in each entity even though we consolidate their financial results in the consolidated financial statements. We continue to file combined state tax returns in most jurisdictions. As a result, we continue to assess the state portion of valuation allowance for those jurisdictions on a consolidated basis. The Company also operates in various foreign jurisdictions and assesses stand-alone valuation allowances separately in each entity operating overseas.
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Notes to Consolidated Financial Statements
Current tax law in the United States imposes tax on U.S. stockholders for global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company is required to make an accounting policy election of either: (1) treating taxes due on future amounts included in the U.S. taxable income related to GILTI as a current period tax expense when incurred (“the period cost method”); or (2) factoring such amounts into the Company’s measurement of its deferred tax expense (the “deferred method”). The Company has elected the period cost method for its accounting for GILTI.
We evaluate our deferred tax assets regularly to determine whether adjustments to the valuation allowance are appropriate due to changes in facts or circumstances, such as changes in expected future pre-tax earnings, tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. Our material assumptions are our forecasts of future pre-tax earnings and the nature and timing of future deductions and income represented by the deferred tax assets and liabilities, all of which involve the exercise of significant judgment. Although we believe our estimates are reasonable, we are required to use significant judgment in determining the appropriate amount of valuation allowance recorded against deferred tax assets.
We recognize uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. Changes in recognition or measurement are reflected in the period in which judgment occurs. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes. To date, there have been no interest or penalties recorded in relation to unrecognized tax benefits.
Net Loss per Share Attributable to Common Stockholders of BridgeBio
Basic net loss per share attributable to common stockholders of BridgeBio is calculated by dividing the net loss attributable to common stockholders of BridgeBio by the weighted-average number of shares of BridgeBio’s common stock outstanding for the period, without consideration for potential dilutive shares of common stock, such as stock options, unvested RSUs and RSAs and performance-based milestone compensation awards, shares issuable under our ESPP and assumed conversion of our 2031 Notes, 2029 Notes, and 2027 Notes. The common stock equivalents of performance-based milestone compensation arrangements are included as potentially dilutive shares only if the performance condition has been met as of the end of the reporting period. Shares of common stock subject to repurchase are excluded from the weighted-average shares. Since we were in a loss position for all periods presented, basic net loss per share attributable to common stockholders of BridgeBio is the same as diluted net loss per share attributable to common stockholders of BridgeBio since the effects of potentially dilutive securities are antidilutive.
Recently Adopted Accounting Pronouncement
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public companies on an annual basis to disclose specific categories in the income-tax rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and disclose certain information about income taxes paid. We adopted this guidance for the year ended December 31, 2025, on a retrospective basis. There was no impact from the adoption of this ASU on our consolidated financial statements, however we included additional disclosures in our income tax disclosure. Refer to Note 17 for further discussions on income taxes.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) , which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in notes to financial statements, including purchases of inventory, employee compensation, depreciation, amortization of intangible assets, and selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our consolidated financial statements and related disclosures.
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Notes to Consolidated Financial Statements
In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company plans to adopt this standard effective January 1, 2026, and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . This ASU provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. This ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company plans to adopt this standard effective January 1, 2026, and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This ASU makes targeted improvements to the accounting for internal-use software, and the ASU will be effective for the first quarter of 2029, with early adoption permitted. This ASU provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted. The Company is currently evaluating the timing and effects of its adoption of this new guidance on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Non-cash Consideration from a Customer in a Revenue Contract . The guidance refines the scope of ASC 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under ASC 606 for share-based payments from a customer in a revenue contract. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this new guidance on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities , which provides updated guidance on how to recognize, measure, and present government grants. This ASU is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. The Company plans to adopt this guidance in fiscal year 2029, and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting: Narrow-Scope Improvements . This ASU improves clarity for interim financial reporting requirements under the existing guidance within ASC 270, Interim Reporting , by creating a comprehensive list of interim disclosure requirements, clarifying scope and applicability, along with adding a principle to disclose all material events that have occurred since the most recently filed Form 10-K. This ASU is effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company plans to adopt this guidance for interim periods within its fiscal year beginning January 1, 2028, and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements , to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Accounting Standards Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Accounting Standards Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company plans to adopt this guidance in fiscal year 2027, and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.
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Notes to Consolidated Financial Statements
3. Fair Value Measurements
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation:
December 31, 2025
Total Level 1 Level 2 Level 3
(in thousands)
Assets
Cash equivalents:
Money market funds $ 132,602 $ 132,602 $ — $ —
Treasury bills 11,960 — 11,960 —
Agency discount notes 25,938 — 25,938 —
Total cash equivalents 170,500 132,602 37,898 —
Marketable securities:
Treasury bills 9,421 — 9,421 —
Agency discount notes 7,942 — 7,942 —
Total marketable securities 17,363 — 17,363 —
Total financial assets $ 187,863 $ 132,602 $ 55,261 $ —
Liability
Embedded derivative (included in “Deferred royalty obligations, net”) $ 21,439 $ — $ — $ 21,439
December 31, 2024
Total Level 1 Level 2 Level 3
(in thousands)
Assets
Cash equivalents:
Money market funds $ 294,872 $ 294,872 $ — $ —
Treasury bills 20,714 — 20,714 —
Agency discount notes 44,205 — 44,205 —
Total cash equivalents 359,791 294,872 64,919 —
Total financial assets $ 359,791 $ 294,872 $ 64,919 $ —
Liability
Embedded derivative (included in “Deferred royalty obligations, net”) $ 41,091 $ — $ — $ 41,091
There were no transfers between Level 1, Level 2 or Level 3 during the periods presented.
There are uncertainties on the fair value measurement of the instruments classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements.
Marketable Securities
The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.
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Notes to Consolidated Financial Statements
Investment in Equity Securities
Our investment in equity securities, which only consisted of an investment in LianBio, had an aggregate fair value of nil as of December 31, 2025 and 2024 (refer to Note 6).
For the year ended December 31, 2025, we did not recognize any realized or unrealized gains or losses associated with investment in equity securities. For the year ended December 31, 2024, we recognized realized gains of $ 8.1 million and no unrealized gains or losses associated with investment in equity securities. For the year ended December 31, 2023, we recognized realized gains of $ 8.7 million and unrealized gains of $ 9.6 million associated with investment in equity securities.
Notes
The fair values of our 1.75 % convertible senior notes due 2031 (the “2031 Notes”), 2.25 % convertible senior notes due 2029 (the “2029 Notes”) and our 2.50 % convertible senior notes due 2027 (the “2027 Notes”) (collectively, the “Notes”, refer to Note 9), which differ from their respective carrying values, are determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs.
The following table presents the aggregate face values and the fair values of the Notes, based on their market prices on the last trading day for the periods presented:
December 31, 2025 December 31, 2024
Aggregate Face Values Estimated Fair Values Aggregate Face Values Estimated Fair Values
(in thousands)
2031 Convertible Notes $ 575,000 $ 1,003,783 $ — $ —
2029 Convertible Notes $ 747,500 $ 833,625 $ 747,500 $ 640,708
2027 Convertible Notes $ 550,000 $ 1,019,975 $ 550,000 $ 578,087
Term Loan
The fair value of our outstanding term loan under the Amended Financing Agreement (as defined and discussed in Note 9) as of December 31, 2024 was estimated using the net present value of the payments, discounted at an interest rate that is consistent with a market interest rate, which is a Level 2 input. The estimated fair value of our outstanding term loan under the Amended Financing Agreement as of December 31, 2024 was $ 461.8 million. The Company fully repaid the term loan under the Amended Financing Agreement in February 2025.
Deferred royalty obligations and embedded derivative liability
The embedded derivative liability associated with our deferred royalty obligation under the Funding Agreement, as defined and discussed further in Note 10, is measured at fair value using an option pricing Monte Carlo simulation model and is included as a component of the “Deferred royalty obligations, net” on the consolidated balance sheets. The embedded derivative liability is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of “Other income (expense), net” on our consolidated statements of operations. The assumptions used in the option pricing Monte Carlo simulation model incorporates certain Level 3 inputs including: (1) our estimates of the probability and timing of related events; (2) the probability-weighted global net product sales of Attruby and Beyonttra; (3) our risk-adjusted discount rate; (4) volatility; and (5) the probability of a change in control occurring during the term of the instrument.
Under the Monte Carlo simulation model discussed above, the deferred royalty obligation under the Funding Agreement, net of the bifurcated embedded derivative liability, had an estimated fair value of $ 565.5 million and $ 446.0 million as of December 31, 2025 and 2024, respectively. For the year ended December 31, 2025 and for the period from November 22, 2024 through December 31, 2024, we recognized a $ 19.7 million and $ 1.6 million gain, respectively, for the change in fair value of the embedded derivative liability in “Other income (expense), net” on our consolidated statements of operations.
The deferred royalty obligation under the Royalty Purchase Agreement, as defined and discussed further in Note 10, had an estimated fair value of $ 343.0 million as of December 31, 2025 based on the Monte Carlo simulation model.
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Notes to Consolidated Financial Statements
4. Cash Equivalents and Marketable Securities
We invest in certain U.S. government money market funds, treasury bills, agency discount notes, and commercial paper classified as cash equivalents. Our marketable securities consist of high investment grade fixed income securities that are invested in U.S. treasury bills.
Cash equivalents and marketable securities consisted of the following:
December 31, 2025
Amortized
Cost Basis Unrealized
Gains Unrealized
Losses Estimated Fair
Value
(in thousands)
Cash equivalents:
Money market funds $ 132,602 $ — $ — $ 132,602
Treasury bills 11,957 3 — 11,960
Agency discount notes 25,933 5 — 25,938
Total cash equivalents $ 170,492 $ 8 $ — $ 170,500
Marketable securities:
Treasury bills 9,419 2 — 9,421
Agency discount notes 7,940 2 — 7,942
Total marketable securities 17,359 4 — 17,363
Total cash equivalents and marketable
securities $ 187,851 $ 12 $ — $ 187,863
December 31, 2024
Amortized
Cost Basis Unrealized
Gains Unrealized
Losses Estimated Fair
Value
(in thousands)
Cash equivalents:
Money market funds $ 294,872 $ — $ — $ 294,872
Treasury bills 20,710 4 — 20,714
Agency discount notes 44,201 4 — 44,205
Total cash equivalents $ 359,783 $ 8 $ — $ 359,791
There were no marketable securities as of December 31, 2024.
5. Noncontrolling Interests
As of December 31, 2025 and 2024, we had both redeemable convertible noncontrolling interests and noncontrolling interests in consolidated partially-owned entities, for which BridgeBio is the primary beneficiary under the VIE model. These balances are reported as separate components outside stockholders’ deficit in “Redeemable convertible noncontrolling interests” and as part of stockholders’ deficit in “Noncontrolling interests” on the consolidated balance sheets.
We adjust the carrying value of noncontrolling interests to reflect the book value attributable to noncontrolling stockholders of consolidated partially-owned entities when there is a change in the ownership during the respective reporting period and such adjustments are recorded to additional paid-in capital. For the years ended December 31, 2025, 2024 and 2023, the adjustments in the aggregate amounted to $( 5.6 ) million, $( 5.8 ) million and $( 10.5 ) million, respectively. All such adjustments are disclosed within the “Transfers from (to) noncontrolling interests” line item on the consolidated statements of redeemable convertible noncontrolling interests and stockholders’ deficit.
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Notes to Consolidated Financial Statements
6. Equity Method Investments and Other Equity Security Investment
GondolaBio
Since inception through August 16, 2024, Portal Therapeutics, Inc. and Sub21, Inc. were majority-owned consolidated subsidiaries of the Company. On August 16, 2024, the Company contributed its equity ownership in these entities to GondolaBio, LLC (“GondolaBio”) and as a result, Portal Therapeutics, Inc. and Sub21, Inc. were deconsolidated in conjunction with the GondolaBio transaction, as further described below.
GondolaBio was formed on June 5, 2024 and the Company was the sole member. On August 16, 2024, the Company entered into the Transaction Agreement providing for the formation and funding by certain third-party investors of GondolaBio, a legal joint venture entity for the purpose of researching, developing, manufacturing and commercializing pharmaceutical products, including those contributed to GondolaBio by the Company. The third-party investors providing financing to GondolaBio consist of an investor syndicate, including Viking Global Investors LP, Patient Square Capital, Aisling Capital and an entity owned by Neil Kumar, the Company’s Chief Executive Officer, who are related parties of the Company. The third-party investors committed $ 300.0 million of tranched financing to GondolaBio, of which $ 60.0 million had been contributed as of September 30, 2024. The Company contributed certain assets and its equity in Portal Therapeutics, Inc. and Sub21, Inc. to GondolaBio. Upon completion of the initial contributions, the Company’s equity ownership in GondolaBio was 45.5 %, which had a fair value of $ 50.0 million, and will be subject to reduction as additional tranches of capital contributions are funded. As of December 31, 2025, the Company’s equity ownership percentage in GondolaBio was 27.5 %.
On August 16, 2024, in conjunction with the Transaction Agreement, the limited liability company agreement of GondolaBio was amended and restated (the “A&R LLC Agreement”). The A&R LLC Agreement sets forth, among other things, the economic and governance rights of the members of GondolaBio, including governance rights, economic preferences, privileges, restrictions and obligations of the members. The change in governance structure and composition of the board of managers was deemed a VIE reconsideration event, and GondolaBio was deemed a VIE. As a result of the change in governance structure and composition of the board of managers, BridgeBio is no longer the primary beneficiary, as it no longer has the power over key decisions that significantly impact GondolaBio’s economic performance. Accordingly, BridgeBio deconsolidated GondolaBio, inclusive of Portal Therapeutics, Inc. and Sub21, Inc., on August 16, 2024. On August 16, 2024, we recognized a $ 52.0 million gain on deconsolidation, which is presented as part of “Gain on deconsolidation of subsidiaries” on our consolidated statements of operations.
Upon the deconsolidation of GondolaBio, BridgeBio accounted for its investment in GondolaBio, for which it has significant influence through its ownership interest, using the equity method of accounting under ASC 323. GondolaBio was also deemed a related party. BridgeBio’s equity investment in GondolaBio, valued at $ 50.0 million upon deconsolidation, includes an implied difference of $ 23.9 million between the fair value of the equity investment and the underlying equity in the net assets of GondolaBio (referred to as a “basis difference”) which was allocated to GondolaBio’s in-process research and development asset (“GondolaBio IPR&D asset”). The basis difference is amortized as a component of the net loss from equity method investment over the useful life of the GondolaBio IPR&D asset. The amortization of the GondolaBio IPR&D asset for the year ended December 31, 2025 was $ 1.2 million. The amortization of the Gondola IPR&D asset for the period from August 16, 2024 through December 31, 2024 was $ 0.4 million.
For the year ended December 31, 2025, the Company recognized a net loss from equity method investment of $ 35.1 million. For the period from August 16, 2024 through December 31, 2024, the Company recognized a net loss from equity method investment of $ 8.5 million. As of December 31, 2025 and 2024, the aggregate carrying amount of the Company’s equity method investment in GondolaBio was $ 6.4 million and $ 41.5 million, respectively, and is presented as part of “Equity method investments” on the consolidated balance sheets.
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Notes to Consolidated Financial Statements
In addition, on August 16, 2024, the Company and GondolaBio entered into a 24-month transition services agreement (the “GondolaBio Transition Services Agreement”) for the provision of certain transitionary consulting services to be provided by the Company and GondolaBio. On November 4, 2025, the Gondola Transition Services Agreement was amended mainly to reflect the assignment of the GondolaBio Transition Services Agreement to GondolaBio ServiceCo, Inc. (a wholly-owned subsidiary of GondolaBio), extend the term for an additional 14 months, revise cost calculation methodologies, and update quarterly service schedules and related operating expense estimates. All other terms of the original agreement remain substantially unchanged. In October 2024, the Company and GondolaBio entered into an agreement for a partial sublease of a facility which was amended and renewed in October 2025 (“sublease agreement”) . Under the GondolaBio Transition Services Agreement and the sublease agreement, the Company recognized $ 11.7 million and $ 1.3 million, respectively, in other income and $ 5.1 million and $ 0.8 million, respectively, of pass-through costs and sublease income recorded as an offset against operating expenses for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company had $ 4.5 million and $ 3.2 million, respectively, in prepaid expenses and other current assets for transitionary consulting services provided by BridgeBio to GondolaBio and for sublease income. The Company also recognized $ 1.5 million and $ 0.7 million in research and development expenses for the years ended December 31, 2025 and 2024, respectively, for transitionary consulting services provided by GondolaBio to BridgeBio. As of December 31, 2025 and 2024, the Company also had $ 1.5 million and $ 1.2 million, respectively, in other current liabilities for transitionary consulting services provided by GondolaBio to BridgeBio.
BridgeBio Oncology Therapeutics, Inc.
On April 30, 2024, TheRas, Inc., doing business as BridgeBio Oncology Therapeutics (“Legacy BBOT”), a majority-owned subsidiary of the Company, completed a $ 200.0 million private equity financing with external investors to accelerate the development of its oncology portfolio. Upon completion of the private equity financing, the Company’s ownership of Legacy BBOT’s equity was reduced to approximately 37.9 %.
As part of the private equity financing transaction, Legacy BBOT’s Certificate of Incorporation and Investors’ Rights Agreement were amended and restated to reflect a change to BBOT’s governance structure and composition of the board of directors, which was determined to be a VIE reconsideration event. Based on the VIE reconsideration assessment, Legacy BBOT was deemed a VIE. As a result of the change in governance structure and composition of the board of directors, BridgeBio was no longer the primary beneficiary of BBOT, as it no longer had the power over key decisions that significantly impact Legacy BBOT’s economic performance. Accordingly, BridgeBio deconsolidated Legacy BBOT on April 30, 2024 and recognized a $ 126.3 million gain on deconsolidation, which is presented as part of “Gain on deconsolidation of subsidiaries” on our consolidated statements of operations. The gain on deconsolidation represents the difference between BridgeBio’s equity investment in Legacy BBOT, valued at $ 124.9 million upon deconsolidation and the carrying value of the net assets held by Legacy BBOT on April 30, 2024.
Upon the deconsolidation of Legacy BBOT, BridgeBio accounted for its retained investment in Legacy BBOT, for which it has significant influence through its ownership interest, using the equity method of accounting under ASC 323. Legacy BBOT was also deemed a related party. BridgeBio’s equity investment in Legacy BBOT, valued at $ 124.9 million upon deconsolidation, was compared to BridgeBio’s percentage of underlying equity in net assets of Legacy BBOT, which includes an implied difference of $ 49.6 million between the fair value of the equity investment and the underlying equity in the net assets of Legacy BBOT (referred to as a “basis difference”). The basis difference was attributed to Legacy BBOT’s in-process research and development asset (“BBOT IPR&D asse t”) and is amortized as a component of the net loss from equity method investment over the estimated useful life of the BBOT IPR&D asset. The amortization of the BBOT IPR&D asset for the year ended December 31, 2025 w as $ 2.4 million. The amortization of the BBOT IPR&D asset for the period from May 1, 2024 through December 31, 2024 was $ 1.7 million.
On February 28, 2025, Legacy BBOT and Helix Acquisition Corp. II (“Helix”), a special purpose acquisition company, entered into a business combination agreement with Helix II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Helix, and Legacy BBOT. On August 11, 2025, the business combination with Helix closed, and the combined company was renamed “BridgeBio Oncology Therapeutics, Inc.” BridgeBio Oncology Therapeutics, Inc. began publicly trading on the Nasdaq Global Market under the ticker symbol “BBOT” on August 12, 2025.
The Company’s equity ownership percentage in BBOT was 18.2 % as of December 31, 2025. BridgeBio continues to account for its retained investment in BBOT, for which it has significant influence, using the equity method of accounting.
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Notes to Consolidated Financial Statements
For the year ended December 31, 2025, we recognized a net loss from equity method investment of $ 37.5 million. For the period from May 1, 2024 through December 31, 2024, we recognized a net loss from equity method investment of $ 22.7 million. As of December 31, 2025 and 2024, the aggregate carrying amount of our equity method investment in BBOT was $ 72.5 million and $ 102.2 million, respectively, and is presented as part of “Equity method investments” on our consolidated balance sheets. As of December 31, 2025, the Level 1 fair value of our investment in BBOT was $ 182.7 million based on the quoted market price for BBOT's common stock as of December 31, 2025.
In addition, on April 30, 2024, the Company and Legacy BBOT entered into an 18 -month transition service agreement (the “BBOT Transition Services Agreement”) for the provision of certain transitionary consulting services to be provided by the Company and Legacy BBOT. Under the BBOT Transition Services Agreement, the Company recognized $ 1.1 million and $ 2.1 million, respectively, in other income and $ 0.5 million and $ 0.7 million, respectively, as an offset against operating expenses during the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company had $ 0.6 million and $ 0.5 million, respectively, in prepaid expenses and other current assets for transitionary consulting services provided by BridgeBio to BBOT. The Company recognized an immaterial amount and $ 0.8 million, respectively, in research and development expenses for the years ended December 31, 2025 and 2024 for transitionary consulting services provided by BBOT to BridgeBio. As of December 31, 2025 and 2024, the Company also had immaterial amounts in accrued research and development liabilities for transitionary consulting services provided by BBOT to BridgeBio.
In August 2025, the Company and BBOT entered into an amendment to the BBOT Transition Services Agreement, pursuant to which BBOT agreed to issue 784,720 shares of its common stock to the Company by October 31, 2025. The shares were issued on October 10, 2025. We recorded $ 7.8 million as an increase to the value of our BBOT equity method investment on our consolidated balance sheets with a corresponding amount recognized in “Other income, net” on our consolidated statements of operations.
LianBio
In October 2019, our subsidiary, BridgeBio Pharma LLC (“BBP LLC”), entered into an exclusivity agreement with LianBio, an exempt company organized under the laws of the Cayman Islands (together with its subsidiaries, “LianBio”), pursuant to which BBP LLC received equity in LianBio (the “LianBio Exclusivity Agreement”). We accounted for BBP LLC’s equity interest in LianBio under ASC 321 as an investment in equity securities.
Pursuant to a License Agreement entered into in October 2019 between QED Therapeutics, Inc. (“QED”) and LianBio (the “QED-LianBio License Agreement”), QED also received warrants which entitle QED to purchase 10 % of the then-fully diluted shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones.
In October 2021, the warrants held by QED to purchase shares of one of the subsidiaries of LianBio were converted into a warrant (the “LianBio Warrant”), which entitles QED to purchase 347,569 shares of LianBio. The LianBio Warrant was measured at fair value on a recurring basis, with changes in fair value recognized in our consolidated statements of operations as part of “Other income (expense), net.” On February 20, 2024, QED exercised the 347,569 shares of the LianBio Warrant it held for an immaterial amount. Changes in fair value of the LianBio Warrant were not material for the years ended December 31, 2024 and 2023. The LianBio Warrant, which is presented as part of “Other assets” on our consolidated balance sheets, had a fair value of $ 1.6 million as of December 31, 2023.
On February 13, 2024, LianBio announced plans to wind down its operations, including the sale of its remaining assets, delisting of its American Depository Shares from the Nasdaq Global Market, deregistration under Section 12(b) of the Securities Act of 1934, and workforce reductions. LianBio’s Board of Directors declared a special cash dividend of $ 4.80 per ordinary share, net of applicable depositary fees of $ 0.05 per share held and applicable taxes. In March 2024, we received net proceeds of $ 25.7 million in a special cash dividend and recognized net realized gains of $ 1.8 million from our investment in LianBio equity securities. In June 2025, LianBio’s Board of Directors declared a special cash dividend of $ 0.43 per ordinary share, net of applicable depositary fees of $ 0.05 per share held and applicable taxes. In July 2025, we received net proceeds of $ 2.3 million in a special cash dividend, which we recognized as other income in “Other income (expense), net” on our consolidated statements of operations. As of December 31, 2025, the Company held 5,350,361 shares of LianBio common stock.
For the year ended December 31, 2023, we recorded an unrealized gain of $ 14.2 million for the mark-to-market adjustments of our investment.
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Notes to Consolidated Financial Statements
7. Intangible Assets, net
The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections:
December 31, 2025 December 31, 2024
Weighted-average
Estimated Useful Lives Amount Weighted-average
Estimated Useful Lives Amount
(in thousands) (in thousands)
Gross amount 13.7 years $ 39,400 10.0 years $ 32,500
Less accumulated amortization ( 11,323 ) ( 8,574 )
Total $ 28,077 $ 23,926
The Company’s intangible assets primarily consist of acquired intellectual property rights, including patents and proprietary know-how, related to infigratinib, a compound targeting fibroblast growth factor receptor (“FGFR”). Following FDA approval of TRUSELTIQ TM in May 2021, these assets were initially recognized in relation to milestone payments made totaling $ 32.5 million. While the FDA announced the withdrawal of the approval for TRUSELTIQ TM in May 2023, the intellectual property is still being utilized by the Company in its ongoing clinical investigations involving other FGFR-related conditions.
In addition, as a result of the regulatory milestone achieved in February 2025 under the Bayer License Agreement (as defined below) and the regulatory milestone achieved in May 2025 under the Eidos-Alexion Agreement (as defined below), we paid regulatory milestone fees to Leland Stanford Junior University (“Stanford University”) in the aggregate amount of $ 6.9 million during the year ended December 31, 2025. We capitalized these license fees as finite-lived intangible assets and amortize them over their estimated useful lives on a straight-line basis. Refer to Notes 11 and 12 for definitions and details regarding the Bayer License Agreement, the Eidos-Alexion License Agreement, and the Stanford License Agreement.
Amortization expense, recorded as part of “Cost of license, services, and royalty revenue” on our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, was $ 2.7 million, $ 2.4 million and $ 2.4 million, respectively. Estimated future amortization expense is $ 2.9 million for each of the years from 2026 to 2030 and $ 13.6 million thereafter.
8. Commitments and Contingencies
Milestone Compensation Arrangements
We have performance-based milestone compensation arrangements with certain employees and consultants, whose vesting is contingent upon meeting various milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion. We also have performance-based milestone compensation arrangements with certain employees and consultants as part of the 2020 Stock and Equity Award Exchange Program (the “Exchange Program”, refer to Note 15). The compensation arrangements under the Exchange Program are to be settled in the form of equity only. Performance-based milestone awards that are settled in the form of equity are satisfied in the form of fully-vested RSAs. We accrue for such contingent compensation when the related milestone is probable of achievement and is recorded in “Accrued compensation and benefits” for the current portion and in “Other long-term liabilities” for the noncurrent portion on the consolidated balance sheets. There is no accrued compensation expense for performance-based milestone awards that are assessed to be not probable of achievement. The table below shows our commitment for the potential milestone amounts and the accruals for milestones deemed probable of achievement as of December 31, 2025.
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Notes to Consolidated Financial Statements
Potential Fixed Monetary
Amount Accrued
Amount (1)
Settlement Type (in thousands)
Cash $ 805 $ 78
Stock (2)
14,432 —
Cash or stock at our sole discretion 53,763 1,003
Total $ 69,000 $ 1,081
(1) Amount recorded for performance-based milestone awards that are probable of achievement.
(2) Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15.
Other Commercial and Research and Development Agreements
We may also enter into contracts in the normal course of business with various counterparties, including vendors for our commercial products, contract research organizations for services related to clinical trials, CMOs for clinical supplies, and other vendors for preclinical studies, supplies, and other operating purposes. These contracts generally provide for termination on notice with potential termination charges. As of December 31, 2025 and 2024, there were no material amounts accrued related to termination charges.
In the normal course of business, we have also entered into contracts which contain minimum noncancellable purchase commitments and obligations. These include commitments for the supply, manufacturing, and packaging of our commercial product as well as agreements to support the sales and marketing activities for Attruby. As of December 31, 2025, we have minimum noncancellable commitments in aggregate of $ 110.2 million.
Indemnification
In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us, our negligence or willful misconduct, violations of law, or intellectual property infringement claims made by third-parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon us to provide indemnification under such agreements, and thus, there are no claims that we are aware of that could have a material effect on our consolidated financial statements.
We also maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and certain officers. To date, we have not paid any claims related to our indemnification obligations, incurred any material costs and have not accrued any material liabilities on the consolidated financial statements as a result of these provisions.
Contingencies
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any material legal proceedings.
9. Debt
Notes
2031 Notes, net
On February 28, 2025, we issued an aggregate of $ 575.0 million principal amount of our 2031 Notes pursuant to an Indenture dated February 28, 2025 (the “2031 Notes Indenture”), between us and U.S. Bank Trust Company, National Association, as trustee (the “2031 Notes Trustee”), in a private offering to qualified institutional buyers (the “2025 Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2031 Notes issued in the 2025 Note Offering include $ 75.0 million aggregate principal amount of 2031 Notes sold to the initial purchasers of the 2031 Notes (the “2031 Notes Initial Purchasers”) pursuant to the exercise in full of the 2031 Notes Initial Purchasers’ option to purchase additional 2031 Notes.
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Notes to Consolidated Financial Statements
The 2031 Notes are senior, unsecured obligations of BridgeBio and will accrue interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025, at a rate of 1.75 % per year. The 2031 Notes will mature on March 1, 2031, unless earlier converted, redeemed or repurchased. The 2031 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election.
We received net proceeds from the 2025 Note Offering of approximately $ 563.0 million, after deducting the 2031 Notes Initial Purchasers’ discount and offering costs. We used approximately $ 48.3 million of the net proceeds from the 2025 Note Offering to pay for the repurchase of shares of BridgeBio’s common stock as described below and used a portion of the net proceeds from the 2025 Note Offering to repay all outstanding borrowings under, and terminate, the Financing Agreement, as defined below, and pay any fees related thereto.
A holder of 2031 Notes may convert all or any portion of its 2031 Notes at its option at any time prior to the close of business on the business day immediately preceding December 2, 2030, in multiples of $1,000 only under the following circumstances:
• During any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
• During the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2031 Notes Indenture) per $1,000 principal amount of 2031 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day;
• If we call such notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or
• Upon the occurrence of specified corporate events, as defined in the 2031 Notes Indenture.
On or after December 2, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2031 Notes at any time, regardless of the foregoing.
The conversion rate will initially be 20.0773 shares of BridgeBio’s common stock per $1,000 principal amount of 2031 Notes (equivalent to an initial conversion price of approximately $ 49.81 per share of BridgeBio’s common stock, for a total of approximately 11,544,448 shares).
The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2031 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 16,739,400 shares of BridgeBio’s common stock.
We may not redeem the 2031 Notes prior to March 6, 2028. We may redeem for cash all or any portion of the 2031 Notes, at our option, on a redemption date occurring on or after March 6, 2028 and on or before the 41 st scheduled trading day immediately before the maturity date, under certain circumstances. No sinking fund is provided for the 2031 Notes. If we undergo a fundamental change (as defined in the 2031 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2031 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2031 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2031 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2031 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2031 Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to be immediately due and payable. The 2031 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2031 Notes; equal in right of payment with all of our liabilities that are not so subordinated, including our 2029 Notes and 2027 Notes; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
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Notes to Consolidated Financial Statements
In connection with the issuance of the 2031 Notes, we incurred approximately $ 12.0 million of debt issuance costs, which consisted of initial purchasers’ discounts, legal and professional fees. This was recorded as a reduction in the carrying value of the debt on the consolidated balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2031 Notes, which is approximately six years .
2029 Notes, net
On January 28, 2021, we issued an aggregate of $ 717.5 million principal amount of our 2029 Notes pursuant to an Indenture dated January 28, 2021 (the “2029 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2029 Notes Trustee”), in a private offering to qualified institutional buyers (the “2021 Note Offering”) pursuant to Rule 144A under the Securities Act. The 2029 Notes issued in the 2021 Note Offering include $ 67.5 million aggregate principal amount of 2029 Notes sold to the initial purchasers (the “2029 Notes Initial Purchasers”) pursuant to the exercise in part of the 2029 Notes Initial Purchasers’ option to purchase $ 97.5 million principal amount of additional 2029 Notes. On January 28, 2021, the 2029 Notes Initial Purchasers exercised the remaining portion of their option to purchase $ 30.0 million principal amount of additional 2029 Notes. The sale of those additional 2029 Notes closed on February 2, 2021, which resulted in the total aggregate principal amount of $ 747.5 million.
The 2029 Notes are senior, unsecured obligations of BridgeBio and will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021, at a rate of 2.25 % per year. The 2029 Notes will mature on February 1, 2029, unless earlier converted, redeemed or repurchased. The 2029 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election.
We received net proceeds from the 2021 Note Offering of approximately $ 731.4 million, after deducting the 2029 Notes Initial Purchasers’ discount (there were no direct offering expenses borne by us for the 2029 Notes). We used approximately $ 61.3 million of the net proceeds from the 2021 Note Offering to pay for the cost of the 2021 Capped Call Transactions described below and approximately $ 50.0 million to pay for the repurchase of shares of BridgeBio’s common stock described below.
A holder of 2029 Notes may convert all or any portion of its 2029 Notes at its option at any time prior to the close of business on the business day immediately preceding November 1, 2028 in multiples of $1,000 only under the following circumstances:
• During any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
• During the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2029 Notes Indenture) per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day;
• If we call such notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or
• Upon the occurrence of specified corporate events, as defined in the 2029 Notes Indenture.
On or after November 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2029 Notes at any time, regardless of the foregoing.
The conversion rate will initially be 10.3050 shares of BridgeBio’s common stock per $1,000 principal amount of 2029 Notes (equivalent to an initial conversion price of approximately $ 97.04 per share of BridgeBio’s common stock, for a total of approximately 7,702,988 shares).
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The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2029 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 11,361,851 shares of BridgeBio’s common stock.
We may not redeem the 2029 Notes prior to February 6, 2026. We may redeem for cash all or any portion of the 2029 Notes, at our option, on a redemption date occurring on or after February 6, 2026 and on or before the 41 st scheduled trading day immediately before the maturity date, under certain circumstances. No sinking fund is provided for the 2029 Notes. If we undergo a fundamental change (as defined in the 2029 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2029 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2029 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2029 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to be immediately due and payable. The 2029 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2029 Notes; equal in right of payment with all of our liabilities that are not so subordinated, including our 2027 Notes; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
In connection with the issuance of the 2029 Notes, we incurred approximately $ 16.1 million of debt issuance costs, which consisted of initial purchasers’ discounts. This was recorded as a reduction in the carrying value of the debt on the consolidated balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2029 Notes, which is approximately eight years .
2027 Notes, net
On March 9, 2020, we issued an aggregate principal amount of $ 550.0 million of our 2027 Notes, pursuant to an Indenture dated March 9, 2020 (the “2027 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2027 Notes Trustee”), in a private offering to qualified institutional buyers (the “2020 Note Offering”) pursuant to Rule 144A under the Securities Act. The 2027 Notes issued in the 2020 Note Offering include $ 75.0 million in aggregate principal amount of 2027 Notes sold to the initial purchasers (the “2027 Notes Initial Purchasers”) resulting from the exercise in full of their option to purchase additional 2027 Notes.
The 2027 Notes will accrue interest payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020, at a rate of 2.50 % per year. The 2027 Notes will mature on March 15, 2027, unless earlier converted or repurchased. The 2027 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election.
We received net proceeds from the 2020 Note Offering of approximately $ 537.0 million, after deducting the 2027 Notes Initial Purchasers’ discount and offering expenses. We used approximately $ 49.3 million of the net proceeds from the 2020 Note Offering to pay for the cost of the 2020 Capped Call Transactions described below, and approximately $ 75.0 million to pay for the repurchase of shares of BridgeBio’s common stock described below.
A holder of 2027 Notes may convert all or any portion of its 2027 Notes at its option at any time prior to the close of business on the business day immediately preceding December 15, 2026 in multiples of $1,000 only under the following circumstances:
• During any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
• During the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2027 Notes Indenture) per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day; or
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Notes to Consolidated Financial Statements
• Upon the occurrence of specified corporate events, as defined in the 2027 Notes Indenture.
On or after December 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2027 Notes at any time, regardless of the foregoing.
The conversion rate will initially be 23.4151 shares of BridgeBio’s common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $ 42.71 per share of BridgeBio’s common stock, for a total of approximately 12,878,305 shares).
The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 17,707,635 shares of BridgeBio’s common stock.
We may not redeem the 2027 Notes prior to the maturity date, and no sinking fund is provided for the 2027 Notes. If we undergo a fundamental change (as defined in the 2027 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2027 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2027 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2027 Notes then outstanding may declare the entire principal amount of all the 2027 Notes plus accrued special interest, if any, to be immediately due and payable. The 2027 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2027 Notes; equal in right of payment with all of BridgeBio’s liabilities that are not so subordinated, including our 2029 Notes; effectively junior to any of BridgeBio’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
In connection with the issuance of the 2027 Notes, we incurred approximately $ 13.0 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. This was recorded as a reduction in the carrying value of the debt on the consolidated balance sheets and was amortized to interest expense using the effective interest method over the expected life of the 2027 Notes, which is approximately seven years .
As of December 31, 2025, the 2029 Notes were not convertible. The holders of the 2027 Notes and 2031 Notes, however, have the right to convert their notes during the period from January 1, 2026 through March 31, 2026 because an early conversion condition relating to the price of BridgeBio’s common stock, as discussed above, was met, which resulted in the 2027 Notes and 2031 Notes becoming convertible for a limited period beginning January 1, 2026. Notwithstanding the satisfaction of this conversion condition, the 2027 Notes and 2031 Notes were classified as noncurrent liabilities as of December 31, 2025 because the Company has the ability to settle any conversions in shares of BridgeBio’s common stock, as permitted under the terms of the 2027 Notes Indenture and 2031 Notes Indenture, respectively.
Additional Information Related to the Notes
The outstanding Notes’ balances consisted of the following:
December 31, 2025 December 31, 2024
2031 Notes 2029 Notes 2027 Notes 2029 Notes 2027 Notes
(in thousands) (in thousands)
Principal $ 575,000 $ 747,500 $ 550,000 $ 747,500 $ 550,000
Unamortized debt discount and
issuance costs ( 10,435 ) ( 6,610 ) ( 2,985 ) ( 8,628 ) ( 4,827 )
Net carrying amount $ 564,565 $ 740,890 $ 547,015 $ 738,872 $ 545,173
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Notes to Consolidated Financial Statements
The following table sets forth the total interest expense recognized and effective interest rates related to the Notes for the periods presented:
Year Ended December 31, 2025
2031 Notes 2029 Notes 2027 Notes Total
(in thousands)
Contractual interest expense $ 8,469 $ 16,819 $ 13,750 $ 39,038
Amortization of debt discount and issuance costs 1,599 2,018 1,842 5,459
Total interest and amortization expense $ 10,068 $ 18,837 $ 15,592 $ 44,497
Effective interest rate 2.1 % 2.6 % 2.8 %
Year Ended December 31, 2024
2029 Notes 2027 Notes Total
(in thousands)
Contractual interest expense $ 16,819 $ 13,750 $ 30,569
Amortization of debt discount and issuance costs 1,967 1,794 3,761
Total interest and amortization expense $ 18,786 $ 15,544 $ 34,330
Effective interest rate 2.6 % 2.8 %
Year Ended December 31, 2023
2029 Notes 2027 Notes Total
(in thousands)
Contractual interest expense $ 16,819 $ 13,750 $ 30,569
Amortization of debt discount and issuance costs 1,917 1,745 3,662
Total interest and amortization expense $ 18,736 $ 15,495 $ 34,231
Effective interest rate 2.6 % 2.8 %
As of December 31, 2025, interest payable on the 2031 Notes, 2029 Notes, and 2027 Notes amounted to $ 3.4 million, $ 7.0 million and $ 4.0 million, respectively. As of December 31, 2024, interest payable on the 2029 Notes and 2027 Notes amounted to $ 7.0 million and $ 4.0 million, respectively. Such amounts are included in “Other current liabilities” on our consolidated balance sheets.
Future minimum payments under the Notes as of December 31, 2025 are as follows:
2031 Notes 2029 Notes 2027 Notes Total
(in thousands)
Year ending December 31:
2026 $ 10,063 $ 16,819 $ 13,750 $ 40,632
2027 10,063 16,819 556,875 583,757
2028 10,063 16,819 — 26,882
2029 10,063 755,909 — 765,972
2030 10,063 — — 10,063
Thereafter 580,031 — — 580,031
Total future payments 630,346 806,366 570,625 2,007,337
Less amounts representing interest ( 55,346 ) ( 58,866 ) ( 20,625 ) ( 134,837 )
Total principal amount $ 575,000 $ 747,500 $ 550,000 $ 1,872,500
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Notes to Consolidated Financial Statements
Capped Call and Share Repurchase Transactions with Respect to the Notes
On each of January 25, 2021 and March 4, 2020, concurrently with the pricing of the 2029 Notes and 2027 Notes, respectively, we entered into separate privately negotiated capped call transactions (the “2021 Capped Call Transactions” and the “2020 Capped Call Transactions”, respectively), or, together, the Capped Call Transactions, with certain financial institutions (the “Capped Call Counterparties”). We used approximately $ 61.3 million and $ 49.3 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering, respectively, to pay for the cost of the respective Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to BridgeBio’s common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $ 131.58 for the 2021 Capped Call Transactions and $ 62.12 for the 2020 Capped Call Transactions (both of which represented a premium of 100 % over the last reported sale price of BridgeBio’s common stock on the date of the Capped Call Transactions) and are subject to certain adjustments under the terms of the Capped Call Transactions. The 2021 Capped Calls and 2020 Capped Calls cover 7,702,988 shares and 12,878,305 shares, respectively, of our common stock (subject to anti-dilution and certain other adjustments), which are the same number of shares of common stock that initially underlie the Notes. The 2021 Capped Calls have an initial strike price of approximately $ 97.04 per share, which corresponds to the initial conversion price of the 2029 Notes. The 2020 Capped Calls have an initial strike price of approximately $ 42.71 per share, which corresponds to the initial conversion price of the 2027 Notes. The Capped Call Transactions are separate transactions, entered into by us with the Capped Call Counterparties, and are not part of the terms of the Notes.
These Capped Call instruments meet the conditions outlined in ASC 815-40 , to be classified in stockholders’ deficit and are not subsequently remeasured as long as the conditions for equity classification continue to be met. We recorded a total reduction to additional paid-in capital of approximately $ 110.6 million related to the premium payments for the Capped Call Transactions.
Additionally, we used approximately $ 50.0 million and $ 75.0 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering to repurchase 759,993 shares and 2,414,681 shares, respectively, of our common stock concurrently with the closing of the Note Offerings from certain of the Notes’ Initial Purchasers in privately negotiated transactions. The agreed purchase price per share of common stock in the repurchases were $ 65.79 and $ 31.06 , which were the last reported sale prices per share of our common stock on The Nasdaq Global Select Market, on January 25, 2021 and March 4, 2020, respectively. The shares repurchased were recorded as “Treasury stock” on our consolidated balance sheets and statements of redeemable convertible noncontrolling interests and stockholders’ deficit.
In February 2025, we used approximately $ 48.3 million of the net proceeds from the 2025 Note Offering to repurchase 1,405,411 shares of our common stock concurrently with the closing of the 2025 Note Offering from certain of the 2031 Notes’ Initial Purchasers in privately negotiated transactions. The agreed purchase price per share of common stock in the repurchase was $ 34.35 , which was the last reported sale price per share of our common stock on the Nasdaq Global Select Market, on February 25, 2025. The shares repurchased were recorded as “Treasury stock” on our consolidated balance sheets and statements of redeemable convertible noncontrolling interests and stockholders’ deficit.
2033 Notes, net
On January 21, 2026, we issued an aggregate of $ 632.5 million principal amount of our 0.75 % Convertible Senior Notes due 2033. Refer to Note 19 for further details.
Term Loan, net
Loan and Security Agreement
In November 2021, we entered into a Loan and Security Agreement (the “Loan Agreement” and as amended by the First Amendment (as defined below) and the Second Amendment (as defined below), collectively the “Amended Loan Agreement”), by and among (i) U.S. Bank National Association, in its capacity as administrative agent and collateral agent, (ii) certain lenders, (iii) BridgeBio, as a borrower, and (iv) certain subsidiaries of BridgeBio, as guarantors. In May 2022, we entered into the First Amendment to the Loan Agreement (the “First Amendment”) and in November 2022, we entered into the Second Amendment to the Loan Agreement (the “Second Amendment”).
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Notes to Consolidated Financial Statements
Pursuant to the original terms and conditions of the Loan Agreement, the Lenders agreed to extend term loans to us in an aggregate principal amount of up to $ 750.0 million, consisted of (i) a tranche 1 advance of $ 450.0 million (the “Tranche 1 Advance”), and (ii) a tranche 2 advance of $ 300.0 million (the “Tranche 2 Advance”) (collectively, the “Term Loan Advances”). The Tranche 1 Advance under the Loan Agreement was funded on November 17, 2021. The Tranche 2 Advance remained available for funding until December 31, 2023, which was available at our election after the occurrence of certain milestone events relating to data from our clinical trials. The First Amendment’s term included the reduction of the aggregate amount of the Tranche 2 Advance from $ 300.0 million to $ 100.0 million. The Second Amendment eliminated the $ 100.0 million Tranche 2 Advance. As a result of the Second Amendment, the total aggregate principal amount of the loan was $ 450.0 million before any mandatory prepayment.
We received net proceeds from the Tranche 1 Advance of $ 431.3 million, after deducting debt discount and issuance costs of $ 18.7 million, of which approximately $ 1.1 million related to debt issuance costs.
Any outstanding principal on the Term Loan Advances accrued interest at a fixed rate equal to 9.0 % per annum. 3.0 % of which was eligible to be a payment-in-kind (“PIK”) until January 1, 2025. Pursuant to the terms of the Loan Agreement, we exercised our option to convert accrued interest into principal via PIK amounting to $ 10.2 million for the year ended December 31, 2023.
On January 17, 2024, the Company fully repaid the Amended Loan Agreement for $ 475.8 million, which consisted of $ 455.4 million for the outstanding principal, $ 9.1 million for the prepayment fee, $ 8.6 million for the exit cost, $ 2.4 million in accrued interest and $ 0.3 million for transaction-related fees using the proceeds from the Financing Agreement (see below) and cash on hand, and recognized a loss on extinguishment of debt of $ 26.6 million. For the period from January 1, 2024 through January 17, 2024, we recognized interest expense related to the Amended Loan Agreement of $ 3.0 million, of which $ 0.4 million related to amortization of debt discount and issuance costs. For the year ended December 31, 2023, we recognized interest expense related to the Amended Loan Agreement of $ 46.3 million, of which $ 5.2 million related to amortization of debt discount and issuance costs.
Financing Agreement
On January 17, 2024, the Company and each of the guarantors entered into a Financing Agreement, which was amended on February 12, 2024 (the “Financing Agreement”), with the lenders party thereto (the “Lenders”) and Blue Owl Capital Corporation, as administrative agent for the Lenders (the “Administrative Agent”). On June 20, 2024, the Company and each of the guarantors entered into the Second Amendment to the Financing Agreement (the Financing Agreement, as amended by the Second Amendment, the “Amended Financing Agreement”).
Pursuant to the terms and conditions of the Financing Agreement, the Lenders agreed to extend a senior secured credit facility to the Company in an aggregate principal amount of up to $ 750.0 million, composed of (i) an initial term loan in an aggregate principal amount of $ 450.0 million (the “Initial Term Loan”) and (ii) one or more incremental term loans in an aggregate amount not to exceed $ 300.0 million (collectively, the “Incremental Term Loan,” and together with the Initial Term Loan, collectively, the “Term Loans”), subject to the satisfaction of certain terms and conditions set forth in the Financing Agreement.
In January 2024, we received net proceeds from the Initial Term Loan of $ 434.0 million, after deducting debt discount and issuance costs of $ 16.0 million.
On February 28, 2025, the Company fully repaid the Amended Financing Agreement for $ 467.0 million, which consisted of $ 450.0 million for the outstanding principal of the Initial Term Loan, $ 9.0 million for the prepayment fee, and $ 8.0 million in accrued interest using the proceeds from the 2031 Notes and recognized a loss on extinguishment of debt of $ 21.2 million.
The balances of our borrowing under the Amended Financing Agreement consisted of the following:
December 31, 2024
(in thousands)
Principal value of term loan under the Amended Financing Agreement $ 450,000
Debt discount and issuance costs ( 12,663 )
Term loan, net $ 437,337
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Notes to Consolidated Financial Statements
From January 1, 2025 to February 28, 2025, we recognized interest expense related to the Amended Financing Agreement of $ 8.5 million of which $ 0.5 million relates to amortization of debt discount and issuance costs. For the year ended December 31, 2024, we recognized interest expense related to the Amended Financing Agreement of $ 54.8 million, of which $ 3.3 million relates to amortization of debt discount and issuance costs.
10. Deferred Royalty Obligations, net
Royalty Interest Purchase and Sale Agreement
On June 27, 2025 (the “Closing Date”), the Company and its subsidiary, Eidos Therapeutics, Inc. (“Eidos”), entered into a Royalty Interest Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Acoramidis Royalty SPV, LP (“ARS”), an affiliate of HealthCare Royalty Management, LLC (“HCRx”), as a purchaser and the purchaser representative (in such capacity, the “Purchaser Representative”), and LSI Financing Fund, LP, an affiliate of Blue Owl Capital Corporation, as a purchaser (together with ARS as a purchaser and any future permitted assignees of a purchaser, the “Royalty Agreement Purchasers”). Subsequent to the Closing Date, on July 30, 2025, KKR & Co. Inc., a beneficial holder of the Company’s common equity and a related party, acqu ired a majority ownership interest in HCRx. Accordingly, HCRx became a related party of the Company following KKR & Co. Inc.’s acquisition of HCRx.
Pursuant to the Royalty Purchase Agreement, Eidos sold to the Royalty Agreement Purchasers certain of Eidos’ right to receive certain royalty payments (“Purchased Royalty Payment”) on net sales of certain products containing acoramidis (the “Licensed Products”) made in the EU and all member and extension states of the European Patent Organization (the “Licensed Territory”) under (i) an exclusive license agreement, dated as of March 1, 2024, by and among Bayer (as described in Note 11), Eidos and the other subsidiaries of the Company party thereto, as amended from time to time (the “Bayer License Agreement”) and (ii) an amended and restated license agreement, effective as of June 30, 2023, by and between Eidos and one of the other Company’s subsidiaries, BridgeBio International GmbH. As consideration for the sale of the Purchased Royalty Payment, the Royalty Agreement Purchasers agreed to pay Eidos $ 300.0 million in cash (the “Purchase Price”), which was funded in full on the Closing Date. The Royalty Agreement Purchasers’ rights to the Purchased Royalty Payment are subject to (a) an annual cap equal to 60 % of all royalty payments paid by Bayer to Eidos and its affiliates under the Bayer License Agreement on the first $ 500.0 million of annual net sales of Licensed Products in the Licensed Territory under the Bayer License Agreement and (b) an initial hard cap equal to 145 % of the Purchase Price.
In addition, the Company and Eidos granted the Purchaser Representative, for the benefit of the Royalty Agreement Purchasers, a security interest in specific assets related to the Purchased Royalty Payment. The Royalty Purchase Agreement also contains certain representations and warranties, indemnification obligations, events of default and other provisions that are customary for transactions of this nature.
Upon the occurrence of a change of control of the Company, the successor entity has an option to either (a) assume the obligations of the Company and/or Eidos under the Royalty Purchase Agreement or (b) pay the Royalty Agreement Purchasers an amount equal to the then-applicable hard cap, less total payments already made to the Royalty Agreement Purchasers, plus any other amounts payable under the Royalty Purchase Agreement (the “Change of Control Payment”), upon payment of which no further payments will be due to the Royalty Agreement Purchasers or the Purchaser Representative under the Royalty Purchase Agreement.
If an event of default occurs and is continuing, Eidos is required to immediately pay the Change of Control Payment to the Royalty Agreement Purchasers.
We have evaluated the terms of the Royalty Purchase Agreement and concluded that the features are similar to those of a debt instrument. Accordingly, we have accounted for the transaction as long-term debt, with the short-term portion presented as part of “Other current liabilities” and the long-term portion presented as part of “Deferred royalty obligation, net” on our consolidated balance sheets. We recognized net cash proceeds of $ 297.0 million in June 2025, after deducting debt issuance costs of $ 3.0 million.
Funding Agreement
On January 17, 2024, the Company and its subsidiaries, Eidos, BridgeBio Europe B.V. and BridgeBio International GmbH (collectively, the “Seller Parties”), entered into a Funding Agreement (the “Funding Agreement”) with LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S.à r.l. (together and with any future permitted assignees of a seller party, the “Funding Agreement Purchasers”), and Alter Domus (US) LLC, as the collateral agent.
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Notes to Consolidated Financial Statements
Pursuant to the Funding Agreement, the Funding Agreement Purchasers agreed to pay to the Company $ 500.0 million (net of certain transaction expenses) (the “Investment Amount”) upon the first FDA approval of acoramidis, subject to certain conditions relating to the FDA approval and other customary conditions (such date of payment, the “Funding Date”).
In return, the Company granted the Funding Agreement Purchasers the right to receive payments (the “Royalty Interest Payments”) equal to 5 % of the global net sales of acoramidis (the “Net Sales”). Under certain conditions relating to the sales performance of acoramidis, the rate of the Royalty Interest Payments may adjust to a maximum rate of 10 % in 2027. Each Royalty Interest Payment will become payable to the Funding Agreement Purchasers on a quarterly basis after the Funding Date. In addition, the Seller Parties granted the collateral agent, for the benefit of the Funding Agreement Purchasers, a security interest in specific assets related to acoramidis.
The Funding Agreement Purchasers’ rights to the Royalty Interest Payments and ownership interest in Net Sales will terminate upon the earlier of the Funding Agreement Purchasers’ receipt of (a) Royalty Interest Payments equal to $ 950.0 million (the “Cap Amount”) and (b) a buy-out payment (the “Buy-Out Payment”) in an amount determined in accordance with the Funding Agreement but that will not exceed the Cap Amount. In the event that a change of control (as customarily defined in the Funding Agreement) occurs on or after the effective date of the Funding Agreement, the Purchasers may elect to require the Seller Parties to make the Buy-Out Payment and the Funding Agreement will be terminated upon payment in-full of the Seller Parties’ obligations under the Funding Agreement (including the Buy-Out Payment and all reimbursable expenses). The Funding Agreement will also terminate upon customary events.
Under the Funding Agreement, the Seller Parties are required to comply with various covenants, including using commercially reasonable efforts to obtain regulatory approval for and commercialize acoramidis, providing the Funding Agreement Purchasers with certain clinical, commercial, regulatory and intellectual property updates and certain financial statements, and providing notices upon the occurrence of certain events, each as agreed under the Funding Agreement. The Funding Agreement also contains certain representations and warranties, indemnification obligations, put-option events and other provisions that are customary for transactions of this nature.
Following the FDA approval of Attruby on November 22, 2024, the Company received gross proceeds of $ 500.0 million under the Funding Agreement in December 2024.
We have evaluated the terms of the Funding Agreement and concluded that the features are similar to those of a debt instrument. Accordingly, we have accounted for the transaction as long-term debt and presented it as part of “Deferred royalty obligations, net” on our consolidated balance sheets. The Company recognized net cash proceeds of $ 472.5 million in December 2024, after deducting debt discount and issuance costs paid in cash of $ 27.5 million.
We have further evaluated the terms of the Funding Agreement and determined that the repayment of the Cap Amount of $ 950.0 million, less any payments made to date, upon a change of control is an embedded derivative that requires bifurcation from the debt instrument and fair value recognition. We determined the fair value of the derivative using an option pricing Monte Carlo simulation model taking into account the probability of change of control occurring and potential repayment amounts and timing of such payments would result under various scenarios as further described in Note 3. The aggregate fair value of the embedded derivative liability was $ 21.4 million and $ 41.1 million as of December 31, 2025 and 2024, respectively. We remeasure the embedded derivative to fair value each reporting period until the time the features lapse and/or termination of the deferred royalty obligation.
In connection with the Royalty Purchase Agreement described above, the Funding Agreement was amended on June 27, 2025. All terms and conditions of the Funding Agreement remain substantially unchanged.
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Notes to Consolidated Financial Statements
Additional Information Related to the Deferred Royalty Obligations, net
The carrying value balances of our deferred royalty obligations, net under the Funding Agreement and the Royalty Purchase Agreement consisted of the following:
December 31, 2025
Funding Agreement Royalty Purchase
Agreement (1) Total
(in thousands)
Carrying value of deferred royalty obligations, net $ 581,759 $ 309,629 $ 891,388
Fair value of embedded derivative liability 21,439 — 21,439
Unamortized debt discount and issuance costs ( 55,143 ) ( 2,654 ) ( 57,797 )
Deferred royalty obligations, net $ 548,055 $ 306,975 $ 855,030
(1) Including related party amounts of $ 206,419 for the carrying value of deferred royalty obligations, net and $( 1,769 ) for the unamortized debt discount and issuance costs as of December 31, 2025.
December 31, 2024
Funding Agreement
(in thousands)
Carrying value of deferred royalty obligation, net $ 507,114
Fair value of embedded derivative liability 41,091
Unamortized debt discount and issuance costs ( 69,114 )
Deferred royalty obligation, net $ 479,091
The effective interest rate as of December 31, 2025 and 2024 was 22.2 % and 19.3 %, respectively, for the Funding Agreement. For the years ended December 31, 2025 and 2024, we recognized noncash interest expense related to the Funding Agreement of $ 108.7 million and $ 8.3 million, respectively, of which $ 14.0 million and $ 1.0 million, respectively, relates to amortization of debt discount and issuance costs. As of December 31, 2025 and 2024, the current portion of the deferred royalty obligation related to the Funding Agreement of $ 8.2 million and $ 0.1 million, respectively, is presented within “Other current liabilities” on our consolidated balance sheets.
The effective interest rate as of December 31, 2025 was 10.4 % for Royalty Purchase Agreement. For the year ended December 31, 2025, we recognized noncash interest expense related to the Royalty Purchase Agreement of $ 16.4 million, of which $ 0.4 million relates to amortization of debt discount and issuance costs. As of December 31, 2025, the current portion of the deferred royalty obligation related to the Royalty Purchase Agreement of $ 3.0 million is presented within “Other current liabilities” on our consolidated balance sheets.
11. License and Collaboration Agreements
Bayer Exclusive License
On March 1, 2024, certain subsidiaries of the Company, including Eidos, BridgeBio International GmbH and BridgeBio Europe B.V. (collectively, the “Seller Parties”), entered into an exclusive license agreement (the “Bayer License Agreement”) with Bayer Consumer Care AG, a wholly-owned subsidiary of Bayer AG (“Bayer”), to develop and commercialize acoramidis as a treatment for transthyretin amyloidosis in the EU and all member and extension states of the European Patent Organization (the “Licensed Territory”).
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Notes to Consolidated Financial Statements
Under the terms of the Bayer License Agreement, the Seller Parties granted Bayer an exclusive license on March 26, 2024 to certain of the Seller Parties’ intellectual property rights to develop, manufacture and commercialize acoramidis (previously known as AG10) in the Licensed Territory. In consideration for the license grant, the Seller Parties are entitled to receive an upfront payment of $ 135.0 million, which was received in full in May 2024, and will be eligible to receive up to $ 150.0 million in regulatory and sales milestone payments through 2026 (of which a regulatory milestone of $ 75.0 million was achieved in February 2025 upon EC approval of acoramidis under the brand name Beyonttra and received in April 2025), and additional payments up to $ 450.0 million subject to the achievement of certain sales milestones. In addition, the Seller Parties are entitled to receive royalties according to a tiered structure starting in the low-thirties percent on net sales by Bayer of acoramidis in the Licensed Territory, subject to reduction under certain circumstances as provided in the Bayer License Agreement.
Unless earlier terminated, the Bayer License Agreement will expire at the end of the royalty term for a licensed product, provided that the licenses granted to Bayer for such licensed product survive such expiration on a non-exclusive basis. Either party may terminate the Bayer License Agreement in the event of a material breach or insolvency of the other party or in the event merger control proceedings are started and clearances are not obtained. Additionally, Bayer may terminate the Bayer License Agreement for convenience upon at least 270 days prior written notice, and the Seller Parties may terminate the Bayer License Agreement in the event Bayer ceases exploitation of acoramidis under certain circumstances or challenges the validity or enforceability of the Seller Parties’ patent rights.
We determined that the Bayer License Agreement falls within the scope of ASC 606 as Bayer is a customer in this arrangement, and we identified the following performance obligations in the agreement:
• an exclusive license to develop and commercialize acoramidis in the Licensed Territory and the related know-how; and
• research and development services to conduct ongoing clinical trials.
We determined that the performance obligations outlined above are capable of being distinct and distinct with the context of the contract given such rights and activities are independent of each other. The license can be used by Bayer without the development services. Similarly, those services provide a distinct benefit to Bayer within the context of the contract, separate from the license, as the services could be provided by Bayer or another third-party without our assistance.
We determined the initial transaction price at inception of the Bayer License Agreement to be $ 135.0 million, which is composed of the fixed and non-refundable upfront payment. The remaining future potential regulatory and sales milestone payments were not included in the initial transaction price as they were determined to be fully constrained under ASC 606. We include variable consideration in our transaction price to the extent that it is probable that it will not result in a significant revenue reversal when the uncertainty associated with the variable consideration is subsequently resolved. As part of management’s evaluation of the variable consideration, we considered numerous factors, including the fact that achievement of the milestones is outside of our control, contingent upon the success of our existing clinical trials, Bayer’s efforts, and receipt of regulatory approval that is subject to scientific risks of success. Royalty arrangements and commercial-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606 because the license is the predominant item to which the royalties or commercial-based milestones relate. In February 2025, the EC granted marketing authorization in the EU for acoramidis, under the brand name Beyonttra. Since the uncertainty of the variable consideration related to the regulatory milestone was resolved, we updated the transaction price to include this consideration, and accordingly, we recognized $ 75.0 million as license and services revenue during the year ended December 31, 2025. We will continue to re-evaluate the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur. Upon receiving marketing authorization in the EU, Bayer began selling Beyonttra, of which we are entitled to royalties on net product revenue.
We allocated the initial transaction price of $ 135.0 million based on the stand-alone selling prices (“SSP”) of each of the performance obligations as follows:
• $ 130.5 million for the upfront transfer of the license; and
• $ 4.5 million for the research and development services to conduct the ongoing clinical trials.
The SSP for the license was determined using an approach that considered discounted, probability-weighted cash flows related to the license transferred. The SSP for the ongoing research and development services were based on estimates of the associated effort and cost of these services, adjusted for a reasonable gross profit margin that would be expected to be realized under similar contracts.
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Notes to Consolidated Financial Statements
We recognize revenue for each of the two performance obligations as follows:
• We recognize revenue related to the license at a point in time upon transfer of the rights and control of the license to Bayer. The transfer of the rights and control of the license occurred in March 2024; thus, we recognized the full amount allocated to the license and related know-how in 2024.
• We recognize revenue related to the research and development services for the ongoing clinical trials over time using an input method to measure progress by utilizing costs incurred to date relative to total expected costs. We expect the research and development services for ongoing clinical trials to extend through 2029. We recognized $ 0.6 million and $ 1.0 million, respectively, of license and services revenue relating to this performance obligation during the years ended December 31, 2025 and 2024.
Under certain commercial and API supply agreements with an initial term ending in December 2026, we supplied $ 7.6 million of product to Bayer during the year ended December 31, 2025, which are recorded in “License and services revenue” on our consolidated statements of operations. We did no t supply any product under the Bayer Supply Agreements during the year ended December 31, 2024.
As of December 31, 2025 and 2024, there were $ 5.0 million and nil , respectively, of outstanding receivables relating to the Bayer License Agreement on our consolidated balance sheets. During the years ended December 31, 2025 and 2024, we recognized license and services revenue and royalty revenue of $ 93.8 million and $ 131.5 million, respectively, under the Bayer License Agreement. Our consolidated balance sheet as of December 31, 2025 includes a deferred revenue balance of $ 2.9 million ($ 0.8 million presented as “Deferred revenue, current portion” and $ 2.1 million as “Deferred revenue, net of current portion”) related to our research and development services obligations. Our consolidated balance sheet as of December 31, 2024, includes a deferred revenue balance of $ 3.5 million ($ 1.3 million presented as “Deferred revenue, current portion” and $ 2.2 million as “Deferred revenue, net of current portion”) related to our research and development services obligations.
Kyowa Kirin Exclusive License
On February 7, 2024, the Company’s subsidiary, QED, and Kyowa Kirin Co., Ltd (“Kyowa Kirin” or “KKC”) entered into a license and collaboration agreement pursuant to which QED granted Kyowa Kirin an exclusive license to develop, manufacture, and commercialize infigratinib for achondroplasia, hypochondroplasia, and other skeletal dysplasias in Japan, in accordance with the terms therein (the “KKC License Agreement”). In consideration for the license grant, QED is entitled to receive an upfront payment of $ 100.0 million, which was received in full in June 2024, and will be eligible to receive development and sales milestone payments up to $ 81.4 million. In addition, QED is entitled to receive royalties up to the mid-twenties percent on net sales of infigratinib in Japan.
Unless earlier terminated, the KKC License Agreement will expire at the end of the royalty term for a licensed product, provided that the licenses granted to Kyowa Kirin for such licensed product survive such expiration on a non-exclusive basis. Either party may terminate the KKC License Agreement in the event of a material breach or insolvency of the other party. Additionally, Kyowa Kirin may terminate the KKC License Agreement for convenience upon at least 180 days’ prior written notice, and QED may terminate the KKC License Agreement in the event Kyowa Kirin ceases exploitation of infigratinib under certain circumstances or challenges the validity or enforceability of Kyowa Kirin’s patent rights.
We determined that the KKC License Agreement falls within the scope of ASC 606 as Kyowa Kirin is a customer in this arrangement, and we identified the following performance obligations in the agreement:
• an exclusive license to develop and commercialize infigratinib for achondroplasia, hypochondroplasia and other skeletal dysplasias in Japan and the related know-how; and
• research and development services to conduct ongoing clinical trials.
We determined that the performance obligations outlined above are capable of being distinct and distinct with the context of the contract given such rights and activities are independent of each other. The license can be used by Kyowa Kirin without any development activities. Similarly, those services provide a distinct benefit to Kyowa Kirin within the context of the contract, separate from the license, as the services could be provided by Kyowa Kirin or another third-party without our assistance.
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Notes to Consolidated Financial Statements
We determined the initial transaction price at inception of the KKC License Agreement to be $ 100.0 million, which consisted of the fixed and non-refundable upfront payment. No additional development or sales milestone payments are included in the transaction price, as all such payments are variable consideration that are fully constrained as of December 31, 2025. We include variable consideration in our transaction price to the extent that it is probable that it will not result in a significant revenue reversal when the uncertainty associated with the variable consideration is subsequently resolved. As part of management’s evaluation of the variable consideration, we considered numerous factors, including the fact that achievement of the milestones is outside of our control, contingent upon the success of our existing and future clinical trials, Kyowa Kirin’s efforts, and receipt of regulatory approval that is subject to scientific risks of success. Royalty arrangements and commercial-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606 because the license is the predominant item to which the royalties or commercial-based milestones relate. We will re-evaluate the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur.
We allocated the transaction price of $ 100.0 million based on the SSP of each of the performance obligations as follows:
• $ 69.1 million for the upfront transfer of the license; and
• $ 30.9 million for research and development services to conduct the ongoing clinical trials.
The SSP for the license was determined using an approach that considered discounted, probability-weighted cash flows related to the license transferred. The SSP for the ongoing research and development services were based on estimates of the associated effort and cost of these services, adjusted for a reasonable gross profit margin that would be expected to be realized under similar contracts.
We recognize revenue for each of the two performance obligations as follows:
• We recognize revenue related to the license at a point in time upon transfer of the rights and control of the license to KKC. The transfer of the rights and control of the license occurred in February 2024; thus, we recognized the full amount allocated to the license and related know-how in 2024.
• We recognize revenue relating to the research and development services for the ongoing clinical trials over time using an input method to measure progress by utilizing costs incurred to date relative to total expected costs. We expect the development services to extend through 2030. We recognized $ 10.7 million and $ 5.7 million of license and services revenue relating to this performance obligation during the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025 and 2024, there were immaterial amounts of outstanding receivables relating to the KKC License Agreement on our consolidated balance sheets. During the years ended December 31, 2025 and 2024, we recognized license and services revenue of $ 12.3 million and $ 76.2 million, respectively, under the KKC License Agreement. Our consolidated balance sheet as of December 31, 2025 includes a deferred revenue balance of $ 14.6 million ($ 5.4 million presented as “Deferred revenue, current portion” and $ 9.2 million as “Deferred revenue, net of current portion”) related to our research and development services obligation and clinical supply. Our consolidated balance sheet as of December 31, 2024 includes a deferred revenue balance of $ 25.2 million ($ 10.3 million presented as “Deferred revenue, current portion” and $ 14.9 million as “Deferred revenue, net of current portion”) related to our research and development services obligation.
License, Development and Commercialization Agreement with BMS
On May 12, 2022, BridgeBio and our subsidiary, Navire Pharma, Inc. (“Navire”), entered into an exclusive license, development and commercialization agreement with Bristol-Meyers Squibb Company (“BMS”) (the “Navire-BMS License Agreement”), pursuant to which Navire granted BMS exclusive rights to develop and commercialize Navire’s product candidate, BBP-398, in all indications worldwide, except for the People’s Republic of China, Macau, Hong Kong, Taiwan, Thailand, Singapore, and South Korea (collectively, the “Asia Region”). The Navire-BMS License Agreement expands an earlier agreement between Navire and BMS that was executed in July 2021 to study BBP-398 in a combination therapy trial to treat advanced solid tumors with KRAS mutations (the “2021 Navire-BMS Agreement”). The Navire-BMS License Agreement does not alter the terms of the 2021 Navire-BMS Agreement.
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Notes to Consolidated Financial Statements
In April 2024, Navire and BMS entered into a Clinical Collaboration Termination Agreement which terminated the 2021 Navire-BMS Agreement. Navire and BMS agreed to pursue reasonable efforts to wind down activities under both the Navire-BMS License Agreement and the 2021 Navire-BMS Agreement. In November 2025, the Navire-BMS License Agreement was formally terminated.
For the years ended December 31, 2024 and 2023, we recognized $ 9.9 million and $ 7.4 million, respectively, in license and services revenue relating to the Navire-BMS License Agreement. As of December 31, 2024, there were no remaining balances in deferred revenue on our consolidated balance sheets.
License Agreement with Alexion
In September 2019, Eidos entered into an exclusive license agreement with Alexion Pharma International Operations Limited Company, a subsidiary of Alexion Pharmaceuticals, Inc. (together, “Alexion”) (the “Eidos-Alexion License Agreement”), to develop, manufacture, and commercialize in Japan the compound known as acoramidis (previously known as AG10) and any of its various chemical forms and any pharmaceutical products containing acoramidis. Under the Eidos-Alexion License Agreement, Eidos received an upfront nonrefundable payment of $ 25.0 million and became eligible to receive a regulatory milestone payment of $ 30.0 million. Following pricing approval from the National Health Insurance in Japan in May 2025, the regulatory milestone was fully achieved and recognized as license and services revenue, and in June 2025, Eidos received the $ 30.0 million regulatory milestone payment. Under the Eidos-Alexion License Agreement, Eidos is eligible to receive royalties in the low-teens based on net sales of acoramidis in Japan. The royalty rate is subject to reduction if Alexion is required to obtain intellectual property rights from third-parties to develop, manufacture or commercialize acoramidis in Japan, or upon the introduction of generic competition into the market.
Eidos accounted for the Eidos-Alexion License Agreement under ASC 606 and identified the exclusive license as a distinct performance obligation since Alexion can benefit from the license on its own by developing and commercializing the underlying product using its own resources.
In October 2024, Alexion initiated the ACT-EARLY clinical trial in Japan under the Eidos-Alexion License Agreement for an upfront payment of $ 3.0 million. This initial payment was deferred upon receipt, and revenue is recognized over time relating to the research and development services for the ongoing clinical trial. During the years ended December 31, 2025 and 2024, we recognized $ 0.2 million and nil , respectively, under the ACT-EARLY clinical trial in Japan.
As of December 31, 2025 and 2024, the receivables relating to the Eidos-Alexion License Agreement on our consolidated balance sheets were $ 0.2 million and $ 0.6 million, respectively. During the years ended December 31, 2025 and 2024, we recognized license and services and royalty revenue of $ 33.3 million and $ 0.6 million, respectively, under the Eidos-Alexion License Agreement. Our consolidated balance sheet as of December 31, 2025 includes a deferred balance of $ 2.8 million ($ 1.0 million presented as “Deferred revenue, current portion” and $ 1.8 million presented as “Deferred revenue, net of current portion”) related to the ACT-EARLY clinical trial. Our consolidated balance sheet as of December 31, 2024 includes $ 3.0 million presented as “Deferred revenue, current portion” related to the ACT-EARLY clinical trial as it was determined at that time the expenses would be incurred within a year.
12. In-licensing and Other Research and Development Agreements
Stanford License Agreement
In April 2016, Eidos entered into a license agreement with the Board of Trustees of the Stanford University, relating to Eidos’ drug discovery and development initiatives. Under this agreement and its amendments, Eidos has been granted certain worldwide exclusive licenses to make, use, and sell products that are covered by licensed patent rights. Eidos may also be required to make future payments of up to approximately $ 1.0 million to Stanford University upon achievement of specific intellectual property, clinical and regulatory milestone events, and pay royalties of up to low single-digit percentages on future net sales, if any. In addition, Eidos is obligated to pay Stanford University a percentage of non-royalty revenue received by Eidos from its sublicensees, with the amount owed decreasing annually for three years based on when the applicable sublicense agreement is executed.
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Notes to Consolidated Financial Statements
Additionally, under the license agreement with Stanford University, we will pay Stanford University a portion of all nonroyalty sublicensing consideration attributable to the sublicense of the licensed compounds. For the year ended December 31, 2025, we incurred $ 6.9 million of license fees due to Stanford University, which were related to the regulatory milestone achieved in February 2025 under the Bayer License Agreement (refer to Note 11) as well as the regulatory milestone achieved in May 2025 under the Eidos-Alexion License Agreement (refer to Note 11). These license fees were capitalized as finite-lived intangible assets (refer to Note 7). In addition, during the year ended December 31, 2025, we incurred $ 6.8 million in royalties related to commercial sales of Attruby and Beyonttra. For the year ended December 31, 2024, we incurred $ 8.1 million of license fees due to Stanford University related to the Company entering into an exclusive license agreement with Bayer in March 2024 and an immaterial amount in royalties related to commercial sales of Attruby. For the year ended December 31, 2023, license fees incurred and due to Stanford University were immaterial .
Resilience Development and Manufacturing Service Agreements
In September 2023, BridgeBio Gene Therapy, LLC (“BBGT”), formerly Aspa Therapeutics, Inc., and Adrenas Therapeutics Inc. (“Adrenas”), each entered into a Development and Manufacturing Services Agreement (collectively the “Resilience DMSAs”) and a Project Agreement (collectively the “Resilience PAs”), (collectively the “Resilience Agreements”) with Resilience US, Inc. (“Resilience”), for Resilience to provide contract development, manufacturing, testing and related services with respect to therapeutic and pharmaceutical products for the clinical development applications of BBP-812 and BBP-631, respectively. BBP-812 is an intravenous Adeno-associated virus serotype 9 (“AAV9”) investigational drug product intended for the treatment of children with Canavan Disease, under the age of five years . BBP-631 is an intravenous adeno-associated virus 5 gene (“AAV5”) investigational drug product intended for the treatment of adults and children with congenital adrenal hyperplasia. The Resilience DMSAs have 10-year terms and may each be extended for additional two-year periods. Under the Resilience PAs, Resilience will provide BBGT with a cost-sharing credit of the lesser of a fixed percentage of certain agreed upon service costs or $ 15.5 million. Under the Resilience PAs, Resilience will provide Adrenas with a cost-sharing credit of the lesser of a fixed percentage of certain agreed upon service costs or $ 29.3 million. In addition to the payments for their share of services performed by Resilience, BBGT and Adrenas may each be required to make future payments of up to $ 10.0 million upon achievement of certain development and approval milestone events, and royalty payments (mid-single digits for BBP-812 and low-single digits for BBP-631) based on achievement of certain net sales metrics.
In September 2024, we announced our decision to cease pursuing development of BBP-631, the Company’s investigational AAV5 gene therapy, for congenital adrenal hyperplasia (“CAH”), under our plans to reprioritize and advance our corporate strategy and development programs (Refer to Note 17 for additional details). In October 2024, Adrenas provided written notice to Resilience for the termination of the Development and Manufacturing Services Agreement and Project Agreement for the clinical application of BBP-631 effective October 2024, and all rights and obligations thereunder. In February 2025, BBGT provided written notice to Resilience for the termination of the Development and Manufacturing Services Agreement and Project Agreement for the clinical application of BBP-812 effective February 2025, and all rights and obligations thereunder.
Other License and Collaboration Agreements
In addition to the agreements described above, we have also entered into other license and collaboration agreements with various institutions and business entities on terms similar to those described above, none of which are material individually or in the aggregate.
13. Leases
We have operating leases for our corporate headquarters, office spaces and laboratory facilities. One of our office space leases has a finance lease component representing lessor provided furniture and office equipment. Our finance lease, which is presented as part of “Property and equipment, net” on our consolidated balance sheets, is not material.
Certain leases include renewal options at our election and we include the renewal options when we are reasonably certain that the renewal option will be exercised. The lease liabilities were measured using a weighted-average discount rate based on the most recent borrowing rate as of the calculation of the respective lease liability, adjusted for the remaining lease term and aggregate amount of the lease.
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Notes to Consolidated Financial Statements
The components of lease cost are as follows:
Years Ended December 31,
2025 2024 2023
(in thousands)
Straight-line operating lease costs $ 4,902 $ 4,110 $ 4,032
Finance lease costs 367 395 420
Variable lease costs 4,417 6,305 6,844
Total lease cost $ 9,686 $ 10,810 $ 11,296
Supplemental cash flow information related to leases are as follows:
Years Ended December 31,
2025 2024 2023
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 6,547 $ 5,092 $ 4,829
Operating cash flows for finance lease $ 460 $ 445 $ 397
Operating lease right-of-use assets obtained in exchange for
operating lease obligations $ 6,567 $ 1,591 $ 1,179
Supplemental information related to the remaining lease term and discount rate are as follows:
December 31,
2025 2024 2023
Weighted-average remaining lease term (in years)
Operating leases 2.9 3.6 4.7
Finance lease 0.1 1.1 2.1
Weighted-average discount rate
Operating leases 6.8 % 6.0 % 6.0 %
Finance lease 6.6 % 6.6 % 6.6 %
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Notes to Consolidated Financial Statements
As of December 31, 2025, future minimum lease payments for our noncancelable operating leases are as follows. Future minimum lease payments under our finance lease are not material.
Amount
(in thousands)
Year ending December 31:
2026 $ 6,642
2027 1,320
2028 976
2029 494
2030 494
Thereafter 947
Total future minimum lease payments 10,873
Imputed interest ( 870 )
Total $ 10,003
Reported as of December 31, 2025
Operating lease liabilities, current portion $ 6,192
Operating lease liabilities, net of current portion 3,811
Total operating lease liabilities $ 10,003
No impairment loss was recognized for the year ended December 31, 2025. The impairment loss recognized was immaterial for the years ended December 31, 2024 and 2023, respectively.
14. Public Offerings
2023 Follow-on Offering
In March 2023, we entered into an Underwriting Agreement (the “2023 Follow-on Agreement”) with Goldman Sachs & Co. LLC, Evercore Group L.L.C., Morgan Stanley & Co. LLC and KKR Capital Markets LLC (“KCM”), as representatives of several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering (the “2023 Follow-on offering”) of 8,823,530 shares of the Company’s common stock, $ 0.001 par value per share (the “Common Stock”), at a public offering price of $ 17.00 per share. The Company also granted the Underwriters a 30 -day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,323,529 shares of Common Stock. The Company paid the Underwriters a commission of 4.3 % of the aggregate gross proceeds received from all sales of the common stock under the 2023 Follow-on Agreement. The Underwriters included KCM, which is an affiliate of KKR Genetic Disorder L.P., a related party being a stockholder who beneficially owns greater than 5 % of our outstanding securities. KCM received a commission of 0.315 % of the aggregate gross proceeds received from all sales of the common stock under the 2023 Follow-on Agreement. On March 10, 2023, 8,823,530 shares were issued under the 2023 Follow-on Agreement, for net proceeds of $ 143.0 million, after deducting underwriting fees and commissions of $ 6.5 million (of which $ 0.5 million related to commissions paid to KCM) and offering costs of $ 0.5 million. On April 3, 2023, the Underwriters partially exercised their 30 -day option to purchase additional shares, for which 63,470 shares were issued for net proceeds of $ 1.0 million, after deducting underwriting fees and commissions of less than $ 0.1 million.
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Notes to Consolidated Financial Statements
2023 Shelf Registration Statement and ATM Agreement
In May 2023, we filed a shelf registration statement on Form S-3 (the “2023 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and units or any combination thereof. We also concurrently entered into an Equity Distribution Agreement (the “ATM Agreement”) with Goldman Sachs & Co. LLC and SVB Securities LLC (collectively, the “ATM Sales Agents”), with respect to an “at-the-market” offering program under which we may issue and sell, from time to time at our sole discretion and pursuant to a prospectus supplement, shares of our common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 450.0 million through the ATM Sales Agents. We will pay the ATM Sales Agents a commission of up to 3.0 % of the aggregate gross proceeds received from all sales of the common stock under the ATM Agreement. In 2023, 2,171,217 shares were issued under the ATM Agreement, for net proceeds of $ 65.0 million, after deducting sales agent fees and commissions of $ 1.0 million. In 2024, 1,061,991 shares were issued under the ATM Agreement, for net proceeds of $ 38.1 million, after deducting sales agent fees and commissions of $ 0.6 million. As of December 31, 2025, we are still eligible to sell up to $ 345.3 million of our common stock pursuant to the ATM Agreement under the 2023 Shelf.
Securities Purchase Agreement and Private Placement
In September 2023, we and certain accredited investors (each an “Investor” and collectively, the “Investors”) entered into a securities purchase agreement pursuant to which we sold and issued to the Investors in a private placement (the “Private Placement”) an aggregate of 9,167,723 shares of our common stock, par value $ 0.001 per share, at a purchase price of $ 27.27 per share. We paid certain placement agents a commission based on the aggregate gross proceeds received from all sales of the common stock under the Private Placement. One of the placement agents in the Private Placement was KCM, which is an affiliate of KKR Genetic Disorder L.P., a related party being a stockholder who beneficially owns greater than 5 % of our outstanding securities. KCM received a commission of $ 1.8 million of the aggregate gross proceeds received from all sales of the common stock in the Private Placement. During the year ended December 31, 2024, we received net proceeds of $ 240.8 million under the Private Placement offering, after deducting placement agent commissions of $ 8.7 million and offering costs of $ 0.5 million.
2024 Follow-on Offering
In March 2024, we entered into an Underwriting Agreement (the “2024 Follow-on Agreement”) with J.P. Morgan Securities LLC, Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, as representatives of several underwriters (collectively, the “2024 Underwriters”), relating to an underwritten public offering (the “2024 Follow-on offering”) of 8,620,690 shares of the Company’s common stock, $ 0.001 par value per share, at a public offering price of $ 29.00 per share. The Company also granted the 2024 Underwriters a 30 -day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,293,103 shares of Common Stock, which the 2024 Underwriters exercised in full on the closing of the 2024 Follow-on offering. The Company paid the Underwriters a commission of 3.6 % of the aggregate gross proceeds received from all sales of the common stock under the Follow-on Agreement. In March 2024, 9,913,793 shares (including the 1,293,103 shares issued upon exercise of the 2024 Underwriters’ option to purchase additional shares) were issued under the 2024 Follow-on Agreement, for net proceeds of $ 276.6 million, after deducting underwriting fees and commissions of $ 10.3 million and offering costs of $ 0.6 million.
15. Stock-Based Compensation
Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories on our consolidated statements of operations for employees and non-employees:
Years Ended December 31,
2025 2024 2023
(in thousands)
Cost of goods sold $ 1,265 $ — $ —
Research and development 49,267 49,844 61,647
Selling, general and administrative 84,656 63,862 53,369
Restructuring, impairment, and related charges 1,694 160 —
Total stock-based compensation $ 136,882 $ 113,866 $ 115,016
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Notes to Consolidated Financial Statements
We recorded $ 3.9 million, $ 18.1 million, and $ 6.3 million of stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. During the years ended December 31, 2025 and 2024, $ 3.6 million, and an immaterial amount, respectively, of stock-based compensation expense were capitalized to inventories.
Equity-Based Awards of BridgeBio
In December 2023, the Amended and Restated 2019 Inducement Equity Plan (the “A&R 2019 Inducement Plan”) was amended and restated to increase the number of shares authorized for issuance from 2,000,000 shares to 3,750,000 shares. In June 2024, our stockholders approved an amendment and restatement of our 2021 Amended and Restated Stock Option and Incentive Plan (the “2021 A&R Plan”) to, among other things, increase the number of shares of common stock authorized for issuance by 6,500,000 shares. In June 2025, our stockholders further approved an amendment and restatement of the 2021 A&R Plan to, among other things, increase the number of shares of common stock authorized for issuance by 5,000,000 shares. As of December 31, 2025, 10,563,629 shares and 747,576 shares were reserved for future issuances under the 2021 A&R Plan and the A&R 2019 Inducement Plan, respectively. We also reserved 2,802,644 shares under the Eidos Award Exchange in 2021 (the “Eidos Award Exchange Plan”), all of which were issued upon execution of the Eidos Award Exchange as discussed below. The 2021 A&R Plan and the A&R 2019 Inducement Plan and the Eidos Award Exchange Plan are collectively referred herein as the “Plans.”
2020 Stock and Equity Award Exchange Program
On April 22, 2020, we completed our Exchange Program for certain subsidiaries, which was an opportunity for eligible controlled entities’ employees and consultants to exchange their subsidiary equity (including common stock, vested and unvested stock options and RSAs) for BridgeBio equity (including common stock, vested and unvested stock options and RSAs) and/or performance-based milestone awards tied to the achievement of certain development and regulatory milestones. The Exchange Program aligns our incentive compensation structure for employees and consultants across the BridgeBio group of companies to be consistent with the achievement of our overall corporate goals. In connection with the Exchange Program, we issued awards of BridgeBio equity under the 2019 Amended and Restated Stock Option and Incentive Plan (the “2019 A&R Plan”), which was amended and restated in December 2021 into the 2021 A&R Plan and further amended and restated in June 2024 and in June 2025, respectively, as mentioned above, to 149 grantees covering 554,064 shares of common stock, 1,268,110 stock options to purchase common stock, 50,145 shares of RSAs and 22,611 shares of performance-based RSAs. The exchange also included performance-based milestone awards of up to $ 183.4 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. In consideration for all the subsidiaries’ shares tendered, BridgeBio increased its ownership in controlled entities included in the Exchange Program and the corresponding noncontrolling interest decreased.
On November 18, 2020, we completed a stock and equity award under our Exchange Program for a subsidiary. We issued awards of BridgeBio equity under the 2019 A&R Plan to 16 grantees covering 24,924 shares of common stock, 70,436 stock options to purchase common stock, and 10,772 shares of performance-based stock options to purchase common stock. The exchange also included performance-based milestone awards of up to $ 11.7 million to be settled in fully-vested RSAs in the future upon achievement of the milestones.
We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments . Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date.
We considered the total shares of common stock and equity awards, whether vested or unvested, held by each participant in each controlled entity as the unit of account. The controlled entity’s common stock and equity awards in each unit of account was exchanged for a combination of BridgeBio’s common stock, time-based vesting equity awards and/or performance-based milestone awards. Other than the exchange of the controlled entity equity awards for performance-based milestone awards, all other exchanged BridgeBio equity awards retained the original vesting conditions. As a result, there was no incremental stock-based compensation expense resulting from the exchange of time-based equity awards.
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Notes to Consolidated Financial Statements
At the completion of the Exchange Program, we determined $ 17.4 million of the performance-based milestone awards were probable of achievement and represented the incremental stock-based compensation cost resulting from the modification of time-based equity awards to performance-based milestone awards. These performance-based milestone awards were to be recognized over a period ranging from 0.7 years to 1.7 years. There was no incremental stock-based compensation cost arising from the completion of the Exchange Program on November 18, 2020. Under ASC 718, we account for such performance-based milestone awards as a liability in “Accrued compensation and benefits” and in “Other long-term liabilities” on the consolidated balance sheets due to the fixed milestone amount that will be converted into a variable number of shares of BridgeBio common stock to be granted upon the achievement date.
Stock Option Grants
The following table summarizes BridgeBio’s stock option activity under the Plans for the year ended December 31, 2025:
Options
Outstanding Weighted-Average
Exercise Price
per Option Weighted-Average
Remaining
Contractual
Life (years) Aggregate
Intrinsic
Value
(in thousands)
Outstanding as of December 31, 2024 12,499,883
Regular equity program 11,172,627 $ 25.76 6.2 $ 78,764
Eidos Awards Exchange 1,014,175 $ 14.18 4.3 $ 13,734
Exchange Program 313,081 $ 2.20 4.3 $ 7,995
Granted 180,733
Regular equity program 180,733 $ 38.59
Exercised ( 1,180,825 )
Regular equity program ( 835,876 ) $ 28.46
Eidos Awards Exchange ( 279,359 ) $ 13.96
Exchange Program ( 65,590 ) $ 0.68
Cancelled ( 7,583 )
Regular equity program ( 7,583 ) $ 35.35
Outstanding as of December 31, 2025 11,492,208
Regular equity program 10,509,901 $ 25.76 5.3 $ 533,163
Eidos Awards Exchange 734,816 $ 14.26 3.2 $ 45,726
Exchange Program 247,491 $ 2.61 3.5 $ 18,285
Exercisable as of December 31, 2025 10,527,845
Regular equity program 9,545,538 $ 26.17 5.1 $ 480,355
Eidos Awards Exchange 734,816 $ 14.26 3.2 $ 45,726
Exchange Program 247,491 $ 2.61 3.5 $ 18,285
The options granted to employees and non-employees are exercisable at the closing price as reported on the Nasdaq Global Select Market of BridgeBio’s common stock at the respective grant dates. The options granted have a service condition and generally vest over a period of three to four years .
The weighted-average grant date fair value of options granted during the year ended December 31, 2025 was $ 30.15 .
The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025 in the table above are calculated based on the difference between the exercise price and the current fair value of BridgeBio’s common stock. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024 and 2023, was $ 32.2 million, $ 2.9 million and $ 5.3 million, respectively.
As of December 31, 2025, there was $ 11.7 million of total unrecognized compensation cost related to stock options under the Plans that is expected to be recognized over a weighted-average period of 1.3 years.
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Notes to Consolidated Financial Statements
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)
Time-Based RSUs
The following table summarizes BridgeBio’s time-based RSU activity under the Plans for the year ended December 31, 2025:
Unvested
Shares of
RSUs
Outstanding Weighted-
Average
Grant Date
Fair Value
Balance as of December 31, 2024 10,272,798 $ 21.91
Granted 4,383,339 $ 35.20
Vested ( 4,758,614 ) $ 23.64
Cancelled ( 957,588 ) $ 23.77
Balance as of December 31, 2025 8,939,935 $ 27.31
The time-based RSUs have a service condition and generally vest over a period of two to four years . As of December 31, 2025, there was $ 229.0 million of total unrecognized compensation cost related to time-based RSUs under the Plans that is expected to be recognized over a weighted-average period of 2.2 years.
Performance-Based Milestone Awards
Apart from the milestone awards under the Exchange Program described above, we also have performance-based milestone compensation arrangements with certain employees and consultants whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion, upon achievement of each contingent milestone. Upon achievement of a contingent milestone and if such performance-based milestone awards are settled in the form of equity, these are satisfied in the form of fully-vested RSAs. We recognize such contingent stock-based compensation expense when the milestone is probable of achievement. Refer to Note 8 for contingent compensation accrued associated with performance-based milestone awards that are determined to be probable as of December 31, 2025.
Performance-Based RSUs
The following table summarizes BridgeBio’s performance-based RSU activity under the Plans for the year ended December 31, 2025:
Unvested
Shares of
RSUs
Outstanding Weighted-
Average
Grant Date
Fair Value
Balance as of December 31, 2024 3,326 $ 18.71
Granted 194,650 $ 33.75
Vested ( 3,326 ) $ 18.71
Cancelled — $ —
Balance as of December 31, 2025 194,650 $ 33.75
In March 2025, the Company approved and granted RSUs under the 2021 A&R Plan to certain officers and employees with vesting based on achievement of positive top-line readout targets, which are subject to the continued service of the officers and employees through the applicable vesting date and are subject to accelerated vesting upon a change in control event (“performance-based RSUs”). We recognize such contingent stock-based compensation expense when the top-line readout targets are probable of achievement. As of the date of this report, the top-line readout targets were all achieved. As of December 31, 2025, there was $ 6.5 million of total unrecognized compensation cost related to performance-based RSUs under the Plans that is expected to be recognized over a weighted-average period of 1.6 years.
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Notes to Consolidated Financial Statements
Market-Based RSUs
In December 2023, the Company approved and granted performance restricted stock units under the 2021 A&R Plan to certain employees with vesting based on achievement of market capitalization targets (“market-based RSUs”), which are subject to the continued service of the employees through the vest date and are subject to accelerated vesting upon a change in control event. The achievement of the market capitalization targets will be measured based on BridgeBio market capitalization data (available on the Nasdaq.com website) meeting the targets for 20 -consecutive trading days during the performance period of up to six years from the date of grant.
The respective grant-date fair value of the market-based RSUs, which aggregated to $ 10.8 million, was determined using the Monte Carlo valuation model and are recognized as compensation expense over the derived service period of the awards. The assumptions used in the Monte Carlo valuation included expected volatility ranging from 96.8 % - 113.7 %, risk-free rate ranging from 4.2 % - 4.4 %, no expected dividend yield, expected term of three to six years and possible future market capitalization over the derived service period based on historical stock prices and market capitalization.
As of December 31, 2025, 232,142 market-based RSUs were outstanding with a weighted average grant date fair value of $ 28.97 . As of December 31, 2025, there was no unrecognized compensation cost related to market-based RSUs under the Plans.
2019 Employee Stock Purchase Plan (ESPP)
On June 22, 2019, we adopted the 2019 Employee Stock Purchase Plan, which became effective on June 25, 2019 and was amended and restated effective as of December 12, 2019. The ESPP initially reserves and authorizes the issuance of up to a total of 2,000,000 shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the lower of: (i) 1 % of the outstanding number of shares of common stock on the immediately preceding December 31, (ii) 2,000,000 shares or (iii) such lesser number of shares as determined by the Compensation Committee.
Under the ESPP, eligible employees may purchase shares of BridgeBio’s common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15 % of the employee’s compensation and employees may not purchase more than 3,500 shares of BridgeBio’s common stock during any offering period.
For the year ended December 31, 2025, employees purchased 261,422 shares for $ 6.4 million under our ESPP. As of December 31, 2025, 3,100,352 shares were reserved for future issuance under the ESPP.
Valuation Assumptions
We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under the ESPP. The following table presents the weighted-average assumptions used in the Black-Scholes calculations:
Years Ended December 31,
2025 2024 2023
Stock Options ESPP Stock Options ESPP Stock Options ESPP
Expected term (in years) 6.0 0.5 6.0 0.5 6.0 0.5
Expected volatility 94.0 % - 94.7 %
46.7 % - 60.9 %
92.0 % - 93.1 %
52.0 % - 122.1 %
66.2 % - 67.5 %
86.1 % - 122.1 %
Risk-free interest rate 4.1 % 4.1 % - 5.0 %
3.8 % - 4.3 %
5.0 % - 5.5 %
3.9 % - 4.1 %
3.1 % - 5.5 %
Dividend yield — — — — — —
Weighted-average fair value of stock-based awards
granted $ 30.15 $ 14.09 $ 21.28 $ 11.34 $ 8.48 $ 8.22
16. Restructuring, Impairment, and Related Charges
From time to time management may decide to restructure our business to streamline costs and expenses. We also continue to explore business opportunities to partner, divest or delay certain research and development programs to drive operational changes in our business processes, efficiencies and cost savings to advance our corporate strategy and development programs. We expect that these initiatives, including restructuring, will reduce our operating expenses.
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Notes to Consolidated Financial Statements
We continuously evaluate our restructuring initiatives to streamline our operations and are committed to a restructuring program designed to drive operational changes, improve efficiencies and achieve cost savings to advance our corporate strategy and development programs. Our restructuring initiatives could include, among other components, consolidation and rationalization of our facilities, reprioritization of development programs and the reduction in our workforce. Our estimate of the costs is subject to certain assumptions and actual results may differ from those estimates or assumptions. We may also incur additional costs that are not currently foreseeable as we continue to evaluate our restructuring alternatives to drive operational changes in business processes, efficiencies and cost savings.
“Restructuring, impairment, and related charges” included on our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
Years Ended December 31,
2025 2024 2023
(in thousands)
Winding down, exit and other related costs $ 16,680 $ 10,255 $ 7,211
Severance and employee-related costs 4,667 5,079 715
Long-lived assets impairments and write-offs — 271 —
Total $ 21,347 $ 15,605 $ 7,926
The following table summarizes the activity related to the restructuring liabilities associated with our restructuring plans for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
(in thousands)
Beginning balance $ 1,848 $ 55 $ 6,826
Restructuring, impairment, and related charges 21,347 15,605 7,926
Cash payments ( 14,478 ) ( 13,374 ) ( 14,697 )
Noncash activities ( 1,728 ) ( 438 ) —
Ending balance $ 6,989 $ 1,848 $ 55
Restructuring liabilities are presented on our consolidated balance sheets as follows:
December 31, 2025 December 31, 2024
(in thousands)
Accounts payable $ 1,270 $ 330
Accrued compensation and benefits 2,045 332
Accrued research and development liabilities 3,584 1,020
Other current liabilities 90 166
Total $ 6,989 $ 1,848
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BRIDGEBIO PHARMA, INC.
Notes to Consolidated Financial Statements
17. Income Taxes
The following table presents the components of net loss before income taxes for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
(in thousands)
Domestic $ 437,614 $ 207,795 $ 565,840
Foreign 294,889 334,399 87,411
Total loss before income taxes $ 732,503 $ 542,194 $ 653,251
The following table presents the provision of income taxes for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
(in thousands)
Current:
U.S. federal $ ( 78 ) $ 811 $ —
State — — —
Foreign 513 342 —
Total current 435 1,153 —
Deferred — — —
Total provision for income taxes $ 435 $ 1,153 $ —
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Notes to Consolidated Financial Statements
The following table presents a reconciliation of the statutory federal rate and our effective tax rate (after the adoption of ASU 2023-09, on a retrospective basis) for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
Amount Percentage Amount Percentage Amount Percentage
(in thousands, except percentage data)
U.S. federal statutory tax rate $ ( 153,830 ) 21.0 % $ ( 113,860 ) 21.0 % $ ( 137,110 ) 21.0 %
Foreign tax effects
Switzerland
Changes in valuation allowances 58,930 ( 8.1 ) % 39,800 ( 7.3 ) % 10,230 ( 1.6 ) %
Foreign rate differential 3,890 ( 0.5 ) % 30,300 ( 5.6 ) % 7,970 ( 1.2 ) %
Nontaxable or nondeductible items — — % ( 170 ) — % 200 — %
Other foreign jurisdictions ( 380 ) — % 630 ( 0.1 ) % ( 40 ) — %
Effect of cross-border tax laws
Global intangible low-taxed income (GILTI)
— — % 52,790 ( 9.7 ) % — — %
Other — — % 1,700 ( 0.3 ) % — — %
Tax credits
Research and development tax credit ( 15,880 ) 2.2 % ( 14,780 ) 2.7 % ( 13,230 ) 2.0 %
Orphan drug credit ( 5,030 ) 0.7 % ( 7,720 ) 1.4 % ( 7,290 ) 1.1 %
Changes in valuation allowances 125,510 ( 17.1 ) % ( 170 ) — % 120,440 ( 18.4 ) %
Nontaxable or nondeductible items
Disallowed executive compensation 9,120 ( 1.3 ) % 6,320 ( 1.2 ) % 5,130 ( 0.8 ) %
Excess tax benefit on stock awards ( 30,850 ) 4.2 % ( 7,350 ) 1.4 % ( 3,590 ) 0.5 %
Other ( 555 ) 0.1 % 1,693 ( 0.3 ) % 790 ( 0.1 ) %
Changes in unrecognized tax benefits 4,980 ( 0.7 ) % 4,020 ( 0.7 ) % 4,760 ( 0.7 ) %
Other adjustments
Deconsolidation of subsidiaries 3,770 ( 0.5 ) % 7,630 ( 1.4 ) % 9,120 ( 1.4 ) %
Other 760 ( 0.1 ) % 320 ( 0.1 ) % 2,620 ( 0.4 ) %
Effective tax rate $ 435 ( 0.1 ) % $ 1,153 ( 0.2 ) % $ — — %
The following table presents the income taxes paid for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
(in thousands)
Federal $ 1,000 $ — $ —
State — — —
Foreign:
UK 198 — —
Foreign subtotal 198 — —
Total cash paid for income taxes (net of refunds) $ 1,198 $ — $ —
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Notes to Consolidated Financial Statements
Significant components of our deferred tax assets and liabilities are as follows:
December 31, 2025 December 31, 2024
(in thousands)
Deferred tax assets:
Net operating loss carryforwards $ 490,732 $ 379,019
Amortization 9,948 10,188
Accruals and reserves 11,251 7,787
Deferred revenue 3,856 —
Stock-based compensation 20,621 21,109
Equity method investments 16,110 2,998
Tax credits 139,489 117,020
Operating lease liabilities 1,944 2,200
Deferred income from asset sale 2,312 2,242
Capitalized research and experimental expenditures 157,931 150,520
Deferred interest expense 45,192 30,747
Property and equipment 712 918
Unrealized gains and losses 47 3,336
Deferred royalty obligations 69,427 —
Other — 554
Gross deferred tax assets 969,572 728,638
Less valuation allowance ( 968,021 ) ( 727,326 )
Deferred tax assets, net of valuation allowance 1,551 1,312
Deferred tax liabilities:
Operating lease right-of-use assets ( 1,465 ) ( 1,312 )
Other ( 86 ) —
Deferred tax liabilities ( 1,551 ) ( 1,312 )
Net deferred tax assets (liabilities) $ — $ —
As of December 31, 2025, we have net operating loss carryforwards available to reduce future taxable income, if any, for federal and state income tax purposes of approximately $ 1.7 billion and $ 462.2 million, respectively.
The federal net operating losses generated prior to 2018 amounting to $ 10.8 million will begin to expire in 2036, losses generated after 2018 amounting to $ 1.6 billion will carry over indefinitely and will be subject to an 80% taxable income limitation in the year utilized. State net operating losses will generally begin to expire in 2036. We also have foreign net operating loss carryforwards of $ 543.0 million available to reduce future taxable income, if any, which will begin to expire in 2030.
As of December 31, 2025, we have federal research and development and orphan drug credit carryforwards of approximately $ 141.3 million, which will expire beginning in 2038 if not utilized.
As of December 31, 2025, we have California and other state research and development tax credit carryforwards of $ 37.4 million. The state research and development tax credits will expire at various dates while the California research and development tax credits will carry over indefinitely.
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BRIDGEBIO PHARMA, INC.
Notes to Consolidated Financial Statements
Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 of the Internal Revenue Code of 1986, as amended, to eliminate current-year deductibility of research and experimentation (“R&E”) expenditures and software development costs (collectively, “R&E expenditures”) and instead require taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable to R&E activity performed outside the U.S.). The Company generated a deferred tax asset for capitalized R&E expenditures for the year ended December 31, 2024 which was fully offset by a valuation allowance. On July 4, 2025, the current administration signed the One Big Beautiful Bill Act (“OBBBA”), which includes comprehensive U.S. corporate tax legislation. The OBBBA permanently reinstates the immediate deduction of domestic specified research and experimental expenditures. The Company continues to generate a deferred tax asset for foreign capitalized R&E expenditures for the year ended December 31, 2025 which is fully offset by a valuation allowance.
A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes our historical operating losses and forecast of future losses, we provided a valuation allowance against the U.S. federal, state, and foreign deferred tax assets resulting from the tax losses and credits carried forward.
The valuation allowance increased by $ 240.7 million, $ 55.2 million and $ 138.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to an ownership change limitation as provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. In the event that we have a change of ownership, utilization of the net operating loss and tax credit carryforwards may be restricted.
As of December 31, 2025, we have an immaterial amount of undistributed earnings of our non-U.S. subsidiaries for which we have not provided for non-U.S. withholding taxes and state taxes because such earnings are intended to be reinvested indefinitely in international operations. The amount of applicable taxes due if such earnings were distributed would be immaterial. Accordingly, we have not provisioned U.S. state taxes and foreign withholding taxes on non-U.S. subsidiaries for which the earnings are permanently reinvested.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
2025 2024
(in thousands)
Beginning balance $ 36,866 $ 30,856
Additions of prior year positions 318 99
Reductions of prior year positions — ( 520 )
Additions based on tax positions related to current year 6,795 6,431
Ending balance $ 43,979 $ 36,866
As of December 31, 2025 and 2024, we have not recorded interest and penalties associated with our unrecognized tax benefits. Our policy is to recognize interest and penalties related to income tax matters in “Provision for income taxes” on our consolidated statements of operations.
Our unrecognized gross tax benefits would not reduce the annual effective tax rate if recognized because we have recorded a valuation allowance on our deferred tax assets.
We file federal and various income tax returns. We currently have no federal or state tax examinations in progress. All years are open for examination by federal, state and foreign authorities.
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Notes to Consolidated Financial Statements
18. Net Loss Per Share
Basic net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss attributable to common stockholders of BridgeBio by the weighted-average number of shares of common stock outstanding. Diluted net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, plus all additional common shares that would have been outstanding, assuming dilutive potential common shares had been issued for other dilutive securities. For the years ended December 31, 2025, 2024 and 2023 diluted and basic net loss per share attributable to common stockholders of BridgeBio were identical since potential common shares were excluded from the calculation, as their effect was anti-dilutive.
The following common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders of BridgeBio, because including them would have been antidilutive:
As of December 31,
2025 2024 2023
Unvested RSAs — — 85,453
Unvested RSUs 8,939,935 10,272,798 8,942,813
Unvested performance-based RSUs 194,650 3,326 3,326
Unvested market-based RSUs 232,142 375,000 375,000
Common stock options issued and outstanding 11,492,208 12,499,883 12,332,442
Estimated shares issuable under performance-based milestone
compensation arrangements 913,176 2,558,295 4,865,250
Estimated shares issuable under the ESPP 105,232 122,268 75,889
Assumed conversion of 2027 Notes 12,878,305 12,878,305 12,878,305
Assumed conversion of 2029 Notes 7,702,988 7,702,988 7,702,988
Assumed conversion of 2031 Notes 11,544,448 — —
54,003,084 46,412,863 47,261,466
Our 2031 Notes, 2029 Notes, and 2027 Notes are convertible, based on the applicable conversion rate, into cash, shares of our common stock or a combination thereof, at our election.
As discussed in Notes 8 and 15, we have performance-based milestone compensation arrangements, whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole election, upon achievement of each contingent milestone. The common stock equivalents of such arrangements were estimated as if the contingent milestones were achieved as of the reporting date and the arrangements were all settled in equity.
19. Subsequent Event
On January 21, 2026, we issued an aggregate of $ 632.5 million principal amount of our 0.75 % Convertible Senior Notes due 2033 (the “2033 Notes”), pursuant to an Indenture dated January 21, 2026 (the “2033 Notes Indenture”), between us and U.S. Bank Trust Company, National Association, as trustee (the “2033 Notes Trustee”), in a private offering to qualified institutional buyers (the “2026 Note Offering”) pursuant to Rule 144A under the Securities Act. The 2033 Notes issued in the 2026 Note Offering include $ 82.5 million aggregate principal amount of 2033 Notes sold to the initial purchasers of the 2033 Notes (the “2033 Notes Initial Purchasers”) pursuant to the exercise in full of the 2033 Notes Initial Purchasers’ option to purchase additional 2033 Notes.
The 2033 Notes are senior, unsecured obligations of BridgeBio and will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2026, at a rate of 0.75 % per year. The 2033 Notes will mature on February 1, 2033, unless earlier converted, redeemed or repurchased. The 2033 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election.
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Notes to Consolidated Financial Statements
We received net proceeds from the 2033 Note Offering of approximately $ 619.3 million, after deducting the 2033 Notes Initial Purchasers’ discount and offering costs. We used approximately $ 82.5 million of the net proceeds from the 2026 Note Offering to pay for the repurchase of 1,081,825 shares of BridgeBio’s common stock from certain purchasers of the 2033 Notes in privately negotiated transactions. We intend to use the remainder of the net proceeds from the 2026 Note Offering to settle future conversion obligations in respect of or repay at maturity a portion of our 2027 Notes, on or before the maturity date of the 2027 Notes and for general corporate purposes, which may include working capital, capital expenditures and/or debt repayment.
The 2033 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2033 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2033 Notes then outstanding may declare the entire principal amount of all the 2033 Notes plus accrued special interest, if any, to be immediately due and payable.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.