Caris Life Sciences, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Caris Life Sciences, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID : 34 ) 114 R eport of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 115 C onsolidated B a lance S heets 116 C onsolidated S tatements O f O perations and Comprehensive Loss 117 Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) 118 Consolidated Statements of Cash Flows 119 Notes to Consolidated Financial Statements 120 113 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Caris Life Sciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caris Life Sciences, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and shareholders' equity (deficit), and cash flows, for each of the two 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 two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. 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 Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. /s/ Deloitte & Touche LLP San Jose, California March 3, 2026 We have served as the Company's auditor since 2024. 114 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Caris Life Sciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and shareholders’ equity (deficit) and cash flows of Caris Life Sciences, Inc. (the Company) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023 in conformity with U.S. generally accepted accounting principles. 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit 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 audit 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 audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company’s auditor from 2020 to 2024. Dallas, Texas March 18, 2024, except for the fifth paragraph of Note 2, as to which the date is June 9, 2025 115 Table of Contents CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) As of December 31, 2025 2024 Assets Current assets: Cash, cash equivalents, and restricted cash $ 797,799 $ 65,442 Short-term marketable securities 2,295 2,201 Accounts receivable 112,140 88,244 Supplies 63,625 39,572 Prepaid expenses and other current assets 21,941 20,270 Total current assets 997,800 215,729 Property and equipment, net 63,170 67,817 Goodwill 19,344 19,344 Other assets 45,349 40,844 Total assets $ 1,125,663 $ 343,734 Liabilities, Redeemable Convertible Preferred Stock, and Shareholders' Equity (Deficit) Current liabilities: Accounts payable $ 39,206 $ 27,791 Accrued expenses and other current liabilities 87,770 77,542 Current portion of indebtedness 169 60,090 Total current liabilities 127,145 165,423 Long-term indebtedness, net of debt discounts 378,823 319,438 Warrant liabilities — 91,642 Other long-term liabilities 42,388 44,418 Total liabilities 548,356 620,921 Commitments and contingencies (see note 10 ) Redeemable convertible preferred stock: Series A preferred stock, par value $ 0.001 : no and 490,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; no and 485,795,293 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; and $ 296,335 aggregate liquidation preference as of December 31, 2024 — 709,261 Series B preferred stock, par value $ 0.001 : no and 30,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; no and 29,629,630 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; and $ 16,000 aggregate liquidation preference as of December 31, 2024 — 42,963 Series C preferred stock, par value $ 0.001 : no and 142,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; no and 116,200,835 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; and $ 408,715 aggregate liquidation preference as of December 31, 2024 — 408,715 Series D preferred stock, par value $ 0.001 : no and 102,600,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; no and 102,516,283 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; and $ 1,060,712 aggregate liquidation preference as of December 31, 2024 — 1,060,712 Redeemable convertible preferred stock — 2,221,651 Shareholders' equity (deficit): Preferred stock, $ 0.001 par value per share; 100,000,000 and no shares authorized as of December 31, 2025 and December 31, 2024, respectively; no shares issued and outstanding as of December 31, 2025 and December 31, 2024 — — Common stock $ 0.001 par value; 2,800,000,000 and 1,150,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 284,137,810 and 36,686,819 shares issued as of December 31, 2025 and December 31, 2024, respectively; 282,526,097 and 36,504,319 shares outstanding as of December 31, 2025 and December 31, 2024, respectively; shares issued and outstanding include 23,446 and 662,000 unvested shares subject to repurchase as of December 31, 2025 and December 31, 2024, respectively 283 38 Treasury stock at cost, 1,611,713 and 182,500 shares of common stock as of December 31, 2025 and December 31, 2024, respectively ( 16,896 ) ( 330 ) Additional paid-in capital 3,141,720 — Related party promissory note receivable (see note 7 ) — ( 26,456 ) Accumulated deficit ( 2,548,736 ) ( 2,472,300 ) Accumulated other comprehensive income 936 210 Total shareholders' equity (deficit) 577,307 ( 2,498,838 ) Total liabilities, redeemable convertible preferred stock, and shareholders' equity (deficit) $ 1,125,663 $ 343,734 The accompanying notes are an integral part of these consolidated financial statements 116 Table of Contents CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (amounts in thousands, except share and per share data) Years Ended December 31, 2025 2024 2023 Revenue: Molecular profiling services $ 766,719 $ 349,115 $ 278,748 Pharma research and development services 45,314 63,145 27,380 Total revenue 812,033 412,260 306,128 Costs and operating expenses: Cost of Services - Molecular profiling services 262,353 223,075 207,509 Cost of Services - Pharma research and development services 10,512 10,403 9,309 Selling and marketing expense 167,506 152,602 142,925 General and administrative expense (see note 11 ) 224,965 169,386 149,053 Research and development expense 101,584 113,916 116,883 Total costs and operating expenses 766,920 669,382 625,679 Income (Loss) from operations 45,113 ( 257,122 ) ( 319,551 ) Other expense, net: Interest income 16,497 7,122 11,258 Interest expense ( 56,853 ) ( 50,025 ) ( 31,610 ) Changes in fair value of financial instruments ( 52,285 ) 18,484 11,094 Other expense, net ( 20,560 ) ( 349 ) ( 12,606 ) Total other expense, net ( 113,201 ) ( 24,768 ) ( 21,864 ) Loss before income taxes and provision for income taxes ( 68,088 ) ( 281,890 ) ( 341,415 ) Provision for income taxes — — — Net loss ( 68,088 ) ( 281,890 ) ( 341,415 ) Other comprehensive income (loss), net of tax: Unrealized gain on available-for-sale securities — 7 ( 1,660 ) Foreign currency translation adjustments 726 ( 15 ) 180 Comprehensive loss ( 67,362 ) ( 281,898 ) ( 342,895 ) Net loss attributable to common shareholders: Net loss ( 68,088 ) ( 281,890 ) ( 341,415 ) Deemed dividend from Series D redeemable convertible preferred stock (see note 6 ) ( 384,436 ) — — Adjustments of redeemable convertible preferred stock to redemption value ( 85,433 ) ( 96,367 ) ( 121,112 ) Net loss attributable to common shareholders $ ( 537,957 ) $ ( 378,257 ) $ ( 462,527 ) Net loss per share attributable to common shareholders, basic and diluted $ ( 3.22 ) $ ( 10.66 ) $ ( 13.24 ) Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted 167,205,616 35,496,832 34,942,691 The accompanying notes are an integral part of these consolidated financial statements 117 Table of Contents CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) Redeemable Convertible Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Related Party Promissory Note Receivable Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity (Deficit) (amounts in thousands, except share data) Shares Amount Shares Amount Shares Amount Balances at December 31, 2022 703,086,140 $ 1,954,172 34,376,983 $ 37 182,500 $ ( 330 ) $ — $ ( 24,969 ) $ ( 1,678,549 ) $ 1,698 $ ( 1,702,113 ) Stock-based compensation — — — — — — 15,241 — — — 15,241 Issuance of common stock upon exercise of stock options — — 614,295 1 — — 1,864 — — — 1,865 Interest income from related party promissory notes — — — — — — — ( 732 ) — — ( 732 ) Vesting of shares from early exercised stock options — — 306,000 — — — 4,958 — — — 4,958 Adjustment of redeemable convertible preferred Series C and Series D to redemption value — 121,112 — — — — ( 21,901 ) — ( 99,211 ) — ( 121,112 ) Conversion of convertible note into Series C preferred stock 31,055,901 50,000 — — — — — — — — — Other comprehensive loss — — — — — — — — — ( 1,480 ) ( 1,480 ) Net loss — — — — — — — — ( 341,415 ) — ( 341,415 ) Foreign exchange gain — — — — — — ( 162 ) — — — ( 162 ) Balances at December 31, 2023 734,142,041 $ 2,125,284 35,297,278 $ 38 182,500 $ ( 330 ) $ — $ ( 25,701 ) $ ( 2,119,175 ) $ 218 $ ( 2,144,950 ) Stock-based compensation — — — — — — 18,643 — — — 18,643 Issuance of common stock upon exercise of stock options — — 239,041 — — — 1,530 — — — 1,530 Interest income from related party promissory notes — — — — — — — ( 755 ) — — ( 755 ) Vesting of shares from early exercised stock options — — 306,000 — — — 4,960 — — — 4,960 Adjustment of preferred stock to redemption value — 96,367 — — — — ( 25,133 ) — ( 71,234 ) — ( 96,367 ) Other comprehensive income — — — — — — — — — ( 8 ) ( 8 ) Net loss — — — — — — — — ( 281,890 ) — ( 281,890 ) Balances at December 31, 2024 734,142,041 $ 2,221,651 35,842,319 $ 38 182,500 $ ( 330 ) $ — $ ( 26,456 ) $ ( 2,472,299 ) $ 210 $ ( 2,498,837 ) Issuance of Series E Preferred Stock, net of issuance costs 12,345,674 57,217 — — — — — — — — — Issuance of Series F Preferred Stock, net of issuance costs 4,657,401 21,617 — — — — — — — — — Stock-based compensation — — — — — — 70,006 — — — 70,006 Issuance of common stock upon exercise of stock options — — 2,427,277 2 — — 7,637 — — — 7,639 Shares withheld for taxes related to net exercise of options — — ( 414,308 ) ( 1 ) — — ( 18,551 ) — — — ( 18,552 ) Repurchase and cancellation of common stock — — ( 15,006 ) — — — ( 113 ) — — — ( 113 ) Vesting of shares from early exercised stock options — — — — — — 327 — — — 327 Issuance of common stock for RSUs vested or settled — — 1,063,250 — — — — — — — — Shares withheld for taxes related to settled RSUs — — ( 421,417 ) — — — — — — — — Interest income from related party promissory notes — — — — — — — ( 128 ) — — ( 128 ) Payment of related party promissory notes — — — — — — — 26,584 — — 26,584 Repurchase of common stock from early exercises — — ( 1,429,213 ) — 1,429,213 ( 16,566 ) — — — — ( 16,566 ) Adjustment of preferred stock to redemption value — 85,433 — — — — ( 77,084 ) — ( 8,349 ) — ( 85,433 ) Conversion of preferred stock to common stock, including the derecognition of associated embedded derivatives of $ 60,086 ( 751,145,116 ) ( 2,385,918 ) 211,378,638 211 — — 2,445,793 — — — 2,446,004 Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions — — 27,058,823 27 — — 519,425 — — — 519,452 Net exercise of the 2018 and 2020 Warrants in connection with initial public offering — — 4,174,907 4 — — 131,742 — — — 131,746 Net exercise of the 2025 Warrants in connection with initial public offering — — 784,231 — — — 15,926 — — — 15,926 Conversion of the 2025 Convertible Note, including the derecognition of associated embedded derivatives of $ 13,082 — — 2,076,596 2 — — 46,640 — — — 46,642 Other comprehensive income — — — — — — ( 28 ) — — 726 698 Net loss — — — — — — — — ( 68,088 ) — ( 68,088 ) Balances at December 31, 2025 — $ — 282,526,097 $ 283 1,611,713 $ ( 16,896 ) $ 3,141,720 $ — $ ( 2,548,736 ) $ 936 $ 577,307 The accompanying notes are an integral part of these consolidated financial statements 118 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Years Ended December 31, 2025 2024 2023 Cash flows from operating activities Net loss $ ( 68,088 ) $ ( 281,890 ) $ ( 341,415 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 22,615 48,913 49,001 Stock-based compensation expense 70,006 18,643 15,241 Non-cash operating lease expense 5,585 5,601 4,332 Amortization of debt discounts 12,768 7,054 5,378 Changes in fair value of financial instruments 52,285 ( 18,484 ) ( 11,094 ) Loss on debt extinguishment 19,895 — 10,915 Other 1,216 4,031 ( 1,329 ) Changes in operating assets and liabilities: Accounts receivable ( 29,789 ) ( 33,816 ) ( 15,081 ) Supplies ( 20,750 ) 5,459 ( 4,435 ) Prepaid expenses and other current assets ( 5,150 ) ( 1,408 ) 4,544 Other assets 48 121 ( 588 ) Accounts payable 11,035 ( 226 ) 7,171 Accrued expenses and other liabilities 11,479 803 1,260 Net cash provided by (used in) operating activities 83,155 ( 245,199 ) ( 276,100 ) Cash flows from investing activities Maturities of marketable securities — 61,376 300,488 Purchases of marketable securities — — ( 63,395 ) Purchases of property and equipment ( 16,260 ) ( 8,444 ) ( 22,319 ) Net cash provided by (used in) investing activities ( 16,260 ) 52,932 214,774 Cash flows from financing activities Payments made on finance lease obligations ( 106 ) ( 157 ) ( 743 ) Proceeds from exercise of stock options 7,637 1,530 1,865 Payment of taxes withheld from net settlement of exercised options and vested RSUs ( 18,551 ) — — Payment of deferred offering costs ( 7,710 ) ( 1,059 ) — Payment of third-party debt issuance costs — — ( 2,300 ) Proceeds from the 2023 term loan, net of issuance costs — 199,978 191,310 Repurchase of common stock ( 113 ) — — Repayment of the Original Term Loans — — ( 180,000 ) Issuance of Series E Preferred Stock, net of issuance costs 87,637 — — Issuance of Series F Preferred Stock, net of issuance costs 33,601 — — Issuance of the 2025 Convertible Notes, net of issuance costs 27,865 — — Issuance of the 2025 Warrants 10,270 — — Payments of 2023 term loan amendment fee ( 4,000 ) — — Proceeds from initial public offering, net of underwriting discounts and commissions 528,459 — — Net cash provided by financing activities 664,989 200,292 10,132 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 130 ( 4 ) 62 Net increase (decrease) in cash, cash equivalents, and restricted cash 732,014 8,021 ( 51,132 ) Cash, cash equivalents, and restricted cash at beginning of period 68,028 60,007 111,139 Cash, cash equivalents, and restricted cash at end of period $ 800,042 $ 68,028 $ 60,007 Supplemental disclosure of cash flow information Interest paid $ 43,520 $ 49,017 $ 15,776 Supplemental disclosure of non-cash activity Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow used for operating leases $ 11,599 $ 11,297 $ 12,062 Operating cash flow used for finance leases $ 35 $ 36 $ 78 Financing cash flow used for finance leases $ 106 $ 157 $ 743 Lease liabilities arising from obtained right-of-use-assets: Operating leases $ 3,851 $ 725 $ 4,782 Finance leases $ 312 $ 42 $ — Property and equipment included in accounts payable and accrued liabilities $ 2,448 $ 2,052 $ 894 Conversion of convertible debt to Series C Preferred Stock $ — $ — $ 50,000 Non-cash considerations $ 5,918 $ — $ — Deferred offering costs, accrued but not paid $ — $ 3,266 $ 254 Conversion of 2025 Convertible Notes and accrued interest to common stock upon initial public offering $ 33,558 $ — $ — Conversion of redeemable convertible preferred stock to common stock upon initial public offering $ 2,385,918 $ — $ — Exercise of warrants upon initial public offering $ 147,671 $ — $ — Reclassification of deferred offering costs to additional paid-in capital upon initial public offering $ 9,007 $ — $ — Deemed dividend from Series D redeemable convertible preferred stock $ 384,436 $ — $ — The accompanying notes are an integral part of these consolidated financial statements 119 Table of Conten t s NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Nature of the Business Caris Life Sciences, Inc. (the “Company” or “Caris”) is a patient-centric, next-generation artificial intelligence (“AI”) TechBio company and precision medicine pioneer. The Company commercializes and develops innovative solutions to transform healthcare through the use of comprehensive molecular information, AI, and machine learning (“ML”) algorithms. The Company’s current molecular profiling services portfolio is focused on oncology and consists of the MI Profile platform, a tissue-based molecular profiling solution, and Caris Assure, a novel blood-based molecular profiling solution. The Company also collaborates with biopharmaceutical companies to provide commercial services and prospective and retrospective testing, along with data and bioinformatics collaborations and novel target identification and discovery solutions. The Company is a Texas corporation (Caris Life Sciences, Inc.) and is headquartered in Irving, Texas. The Company also has locations in Phoenix, Arizona; New York, New York; Cambridge, Massachusetts; Basel, Switzerland; and Tokyo, Japan. Note 2. Summary of Significant Accounting Policies and Estimates Basis of Financial Statement Presentation The consolidated financial statements include the accounts of Caris and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Pre-IPO Financing On April 1, 2025, the Company closed a private financing in which the Company issued a combination of senior convertible notes (the “2025 Convertible Notes”) with warrants (the “2025 Warrants”) to acquire shares of common stock, Series E redeemable convertible preferred stock (“Series E Preferred Stock”) and Series F redeemable convertible preferred stock (“Series F Preferred Stock”), for an aggregate of $ 167.7 million. Investors in the private financing generally participated in each of the instruments. The 2025 Convertible Notes had an aggregate principal amount of $ 30.0 million. The 2025 Convertible Notes accrued interest at a rate of 8 % per annum, payable quarterly in cash, and were scheduled to mature on January 1, 2026. The 2025 Warrants were not initially exercisable for any shares of common stock, but such warrants became exercisable for a specified dollar value of shares on a monthly basis commencing on June 1, 2025 if the Company had not completed an initial public offering (“IPO”) by such date. The Series E Preferred Stock and Series F Preferred Stock both were issued at an original issue price of $ 8.10 per share for gross proceeds of approximately $ 137.7 million. Additionally, the gross proceeds of $ 167.7 million, less issuance costs of $ 8.3 million, were allocated as follows: $ 27.9 million to the 2025 Convertible Notes, $ 10.3 million to the 2025 Warrants, $ 87.6 million to the Series E Preferred Stock, and $ 33.6 million to the Series F Preferred Stock. Upon the closing of the Company's IPO, the 2025 Convertible Notes (plus accrued interest), Series E Preferred Stock and Series F Preferred Stock (plus an 8 % accrued dividend in connection with the preferred stock) converted into common stock at a price equal to 70 % of the initial public offering price per share. Although structured and referred to as a legal-form conversion, this feature effectively functions as a share-settled redemption provision for accounting purposes. In addition, upon the closing of the IPO, the 2025 Warrants were net exercised into 784,231 shares of the Company’s common stock. Reverse Stock Split Effective June 1, 2025, the Company's Board approved a one-for-four reverse stock split of the Company's common stock. This also resulted in an adjustment to the conversion price for each series of the Company's convertible preferred stock, to the underlying number of shares outstanding with respect to the restricted stock units, and to the exercise prices and number of shares of common stock underlying the outstanding stock options and warrants. 120 Table of Contents Accordingly, all share and per share information relating to common stock for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount equal to the excess was reclassified from common stock to additional paid-in capital or, in the absence of additional paid-in-capital, accumulated deficit. Initial Public Offering On June 20, 2025, the Company completed its IPO of common stock, in which the Company issued and sold 23,529,412 shares of its common stock at an IPO price of $ 21.00 per share, which resulted in net proceeds of $ 459.5 million after deducting underwriting discounts and commissions of $ 39.8 million and before deducting offering costs of $ 9.0 million. Additionally, on June 25, 2025, the underwriters exercised in full their over-allotment option and purchased from the Company an additional 3,529,411 shares of common stock at the IPO price, which resulted in net proceeds to the Company of $ 68.9 million after deducting discounts and commissions. An amended and restated certificate of formation, which authorized 2,800,000,000 shares of common stock and 100,000,000 shares of preferred stock, became effective on June 20, 2025 in connection with the closing of the IPO. As of December 31, 2025, no shares of preferred stock were outstanding. In connection with the IPO, all outstanding shares of the Company’s then-outstanding redeemable convertible preferred stock, inclusive of accrued dividends, automatically converted into 211,378,638 shares of common stock. Refer to Note 6 for additional information. Additionally, all of the Company’s then-outstanding 2025 Convertible Notes converted into an aggregate of 2,076,596 shares of common stock upon the IPO. As the IPO was not completed by June 1, 2025, 784,231 shares of common stock were issued on June 20, 2025 at an exercise price of $ 0.04 per share in connection with the automatic net exercise of the warrants issued in connection with the 2025 Convertible Notes. Lastly, the 2018 and 2020 warrants (as described in Note 8 ) were net exercised into 4,174,907 shares of common stock as outlined in the terms of the applicable warrant agreements. In connection with the IPO, the Company recognized $ 19.5 million of stock-based compensation expense due to vesting of previously-granted restricted stock units. The vesting of such restricted stock units was contingent upon the Company completing either an IPO of its common stock or a change of control. The vested restricted stock units were settled in August 2025. Refer to Note 7 for additional information. Prior to the IPO, deferred offering costs, which consisted of accounting, legal and other fees directly related to the IPO, were capitalized as prepaid expenses and other current assets on the consolidated balance sheets. In connection with the IPO, $ 9.0 million of deferred offering costs were reclassified to additional paid-in capital as a reduction of the net proceeds received from the IPO. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP in the United States requires the use of estimates and assumptions about future events that affect the amounts reported in the Company's consolidated financial statements and related notes, including the amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods reported. Significant estimates and assumptions are used for, but not limited to: • revenue recognition • fair value of stock-based awards and common stock • fair value of financial assets and liabilities Future events and their effects cannot be predicted with certainty. Accordingly, the accounting estimates require the exercise of judgment. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, additional information is obtained, and the operating environment changes. The Company will evaluate and update the assumptions and estimates on an ongoing basis and may employ outside experts to assist in its evaluation, as considered necessary. Actual results could materially differ from those estimates. 121 Table of Contents Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less from date of acquisition to be cash equivalents. Refer to Note 4 for information on the Company's restricted cash. Marketable Securities The Company classifies its marketable securities, which mainly consist of high-grade U.S. treasury bills, as available-for-sale. High-grade U.S. Treasury Bills with original maturities from date of acquisition between three and twelve months from the balance sheet dates are classified as short-term marketable securities, while those with maturities over twelve months from the balance sheet dates are classified as long-term marketable securities. The Company records all marketable securities at fair value, with changes reflected within unrealized gain or loss on available-for-sale securities on the consolidated statements of operations and comprehensive loss. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in interest income. Foreign Currency Transactions and Translation The Company’s operating international subsidiaries, Caris Life Sciences Switzerland Holdings GmbH and Caris K.K., use their respective local currencies as their functional currencies. Assets and liabilities for operations in local currency environments are translated to U.S. dollars at exchange rates on the last day of the reporting period. Income and expense items are translated at average rates of exchange prevailing during the reporting period. Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive loss. Transaction and translation gains and losses arising from intercompany balances are reported as a component of net loss and presented within the consolidated statements of operations and comprehensive loss. Revenue Recognition The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of goods and services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes: Step 1: Identify the contract(s) with a customer. Step 2: Identify performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company derives revenue from two distinct channels: • Molecular profiling services involving the provision of precision oncology solutions utilizing MI Profile and Caris Assure. • Pharma research and development services involving delivery of laboratory, strategic data, and research services to biopharmaceutical customers. Molecular Profiling Services For the majority of its molecular profiling services, the Company recognizes revenue from the sale of its precision oncology solutions, provided to customers, including certain hospitals, institutions and patients, at the point in time when the results of the profiling services are delivered to ordering physicians. Most cases requested on behalf of customers are provided without a written agreement; however, the Company determines that an implied contract exists with its customers for whom a physician orders the case. Results from molecular profiling services are delivered via fax, electronically, or in hard copy. Shipping and handling activities are considered fulfillment activities and as such, amounts incurred are recorded within Cost of Services - Molecular profiling services on the consolidated statements of operations and comprehensive loss. The Company identifies each sale of the Company's profiling service as a distinct performance obligation. Payment terms are a function of a patient’s existing insurance benefits and applicable reimbursement contracts established between the Company and payers. Collection of consideration the Company expects to receive 122 Table of Contents typically occurs within 90 to 120 days of billing. Occasionally, payers may recoup or we may refund consideration, mainly as a result of claim processing. The total consideration to which the Company expects to be entitled in exchange for the Company’s services may be fixed or variable. Consideration includes reimbursement from patients, hospitals, and third-party commercial and governmental payers, such as insurance companies, adjusted for variable consideration related to implicit price concessions that the Company may grant. The Company estimates the variable consideration under a portfolio approach for third-party payers, hospitals and patients with similar reimbursement characteristics. This includes analysis of an average reimbursement per case per portfolio and a percentage of cases reimbursed by considering the historical reimbursement data (including any refunds and recoupments) from such third-party payers, hospitals and patients. Specifically, the Company calculates the historical average reimbursement rates for each portfolio and applies an estimated reimbursement rate, based on historical trends, to the number of cases delivered each period. The period for which historical data is drawn upon is determined on a by-portfolio basis for each payer group, taking into consideration the average collection period. Additionally, the estimate also considers current contractual and statutory requirements, patient insurance eligibility and payer reimbursement contracts, and any known current or anticipated reimbursement trends not reflected in the historical data and only recognizes revenue for variable consideration that the Company determines is probable will not result in a significant reversal in the future. The Company monitors the estimated amount to be collected at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Subsequent changes to the estimate of the transaction price are recorded as adjustments to molecular profiling services revenue in the period where such changes occur. Both the estimate and any subsequent revision are uncertain and require the use of management’s judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. Pharma Research and Development Services The Company collaborates with biopharmaceutical companies to provide commercial services and prospective and retrospective testing, along with data and bioinformatics collaborations and novel target identification and discovery solutions. Contracts with biopharmaceutical customers may include multiple distinct performance obligations, such as molecular profiling services, pharma research and development services, and strategic data services. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers for proper revenue recognition, including whether services are capable of being distinct and considered distinct within the context of the contract. The performance obligations for biopharmaceutical customers vary by contract. Such contracts may include a performance obligation to provide molecular profiling services, to facilitate the development and regulatory approval of drugs, or to provide target discovery services. Under those contracts, the Company receives payments upon the achievement of milestones, as well as provision of on-going support. The transaction price of the development services contracts may include variable consideration, due to the uncertainty associated with the achievement of the milestones. In making the assessment of whether variable consideration should be included in the transaction price, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The Company recognizes pharma research and development services revenue over the period in which biopharmaceutical research and development services are provided. Depending on the nature of the service, the Company recognizes revenue using either the output or input method to measure progress, whichever provides a more faithful depiction of the transfer of goods or services. Use of an output method or input method to depict the transfer of services generally does not result in a material difference with respect to the timing of revenue recognition because most services commence and end within the same reporting period. A constraint for variable consideration is applied such that it is probable a significant reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is updated at each reporting period as a revision to the estimated transaction price. Standalone Selling Price The Company determines standalone selling prices by considering the historical selling prices of its performance obligations in similar transactions, where applicable, as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing from other vendors, industry publications, current pricing practices and management estimates. 123 Table of Contents Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. A receivable is recognized in the period the Company delivers goods or provides services, or when the right to consideration is unconditional. In situations where revenue recognition occurs before invoicing, an unbilled receivable is created, which represents a contract asset. As of December 31, 2025 and 2024, the unbilled receivable balance was $ 7.2 million and $ 4.6 million, respectively, which is included in accounts receivable on the consolidated balance sheets. The Company recognizes contract liabilities primarily related to payments received in advance of satisfaction of performance obligations from contracts with customers. Contract liabilities are relieved as the Company fulfills its obligations under the contract and revenue is recognized. As of December 31, 2025 and 2024, the contract liability balance was $ 24.5 million and $ 7.5 million, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. The following table shows the changes in the contract liabilities during the period: (amounts in thousands) Balance at December 31, 2024 $ 7,470 Increase in contract liabilities 32,576 Revenue recognized during the period that was included in deferred revenues at the beginning of the period ( 7,400 ) Revenue recognized from performance obligations satisfied within the same period ( 8,154 ) Balance at December 31, 2025 $ 24,492 The amount of revenue recognized during the years ended December 31, 2024 and 2023 pertaining to amounts deferred as of December 31, 2023 and 2022 was $ 5.4 million and $ 0.7 million, respectively. Transaction Price Allocated to Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable amounts that will be invoiced and recognized as revenue in future periods and excludes performance obligations that are subject to cancellation terms. The Company has elected not to disclose information regarding the transaction price allocated to the remaining performance obligations for which the original expected duration of the contract is one year or less. The amount of transaction price allocated to the remaining performance obligations for contracts with original expected duration over one year as of December 31, 2025 was $ 6.5 million. The Company expects to recognize the amount within twelve months from the balance sheet date. Additionally, for the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 33.6 million, $ 3.9 million, and $( 1.9 ) million, respectively, of adjustments to revenue related to services delivered in prior periods, which is based on variability that was subsequently resolved. Practical Expedients and Contract Costs Payment terms and conditions vary by contract and customer. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as expenses when incurred, if the amortization period of the asset that the Company otherwise would have recognized for the capitalized costs is one year or less. Sales commissions are recorded within selling and marketing expense on the consolidated statements of operations and com prehensive loss. The Company did not capitalize any sales commissions or contract fulfillment costs for the years ended December 31, 2025, 2024, and 2023. 124 Table of Contents Collaboration Agreements The Company is party to various collaboration and licensing agreements under which the Company out-licenses certain know-how and molecular data. The collaboration arrangements are intended to solidify the Company’s third-party partnerships to align oncology capabilities and create industry-leading molecular oncology research platforms to accelerate drug development and novel research. Under these collaboration arrangements, the Company generally receives a split of fees from its collaborative partners that are earned pursuant to statements of work (“SOWs”) executed with end users of the Company’s licensed molecular data. The Company’s collaboration and licensing agreements are within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808 ” ) and ASC 606 because the counterparty to these agreements meets the definition of a customer. As such, the Company recognizes revenue earned from the licenses of molecular data granted to the Company’s collaborative partners in accordance with ASC 606. Each license of molecular data granted by the Company to a collaborative partner represents a distinct performance obligation in the contract. The transaction price for a given arrangement is entirely variable and depends on the SOWs executed by the counterparty with end users. The amount of revenue allocated to each license is equal to the amount of revenue to which the Company expects to be entitled. The Company recognizes revenue at the point in time that it delivers the molecular data to the third-party collaborative p artner. For the years ended December 31, 2025, 2024, and 2023, the Company recognized collaboration revenue of $ 11.4 million, $ 16.2 million, and $ 5.8 million, respectively, which is included in revenue from pharma research and development services on the consolidated statements of operations and comprehensive loss. Cost of Services - Molecular profiling services Cost of services for molecular profiling services generally consists of cost of materials, direct labor including bonus and stock-based compensation, and equipment maintenance and depreciation expenses associated with processing cases (including accessioning, sequencing, quality control analyses and shipping charges to transport tissue and liquid samples), freight and profile results for ordering physicians. Costs associated with completing the molecular profiling services are recorded as the service is performed, regardless of when revenue is recognized with respect to the service. Cost of Services - Pharma research and development services Cost of services for pharma research and development services generally consists of cost incurred for the performance of the services requested by the Company's biopharmaceutical customers related to the delivery of laboratory, strategic data and research services, and will vary depending on the nature, timing, and scope of customer projects. Costs associated with delivering pharma research and development services are recorded as incurred. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The Company maintains its cash primarily with domestic financial institutions of high credit quality, with balances that exceed amounts insured by the Federal Deposit Insurance Corporation as of December 31, 2025 and 2024, respectively. The Company invests in treasury bills issued by the U.S. Government. U.S. treasury bills with original maturities of three months or less are classified within cash equivalents. Short-term marketable securities are comprised of U.S. treasury bills with original maturities between three and twelve months. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions. The goal of the Company’s investment policy is to ensure safety and preservation of the principal balance, and diversification of risk over cash balances held on deposit. The Company is subject to credit risk from its accounts receivable. The Company’s accounts receivable arise from the provision of molecular profiling services and pharma research and development services, primarily with biopharmaceutical companies, all of which have high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded net of allowance for credit losses, if any. Concentrations of credit risk are limited due to the number of payers and their dispersion across multiple geographic regions. For the years ended December 31, 2025, 2024, and 2023, the Company's revenues were primarily derived from the sale of Caris molecular profiling services. As discussed above, payment terms of the services are a function of a 125 Table of Contents patient’s existing insurance benefits and applicable reimbursement contracts established between the Company and payers. Revenue associated with each payer, including its affiliated entities, as a percentage of the Company’s total revenue for the respective period, and accounts receivable balance attributable to each payer, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance at the respective consolidated balance sheet date, are as follows: % Revenue for the years ended December 31, % Accounts receivable as of December 31, Major Payer 2025 2024 2023 2025 2024 Payer 1 37.4 % 33.1 % 35.8 % 18.4 % 16.1 % Payer 2 21.1 % 14.0 % 14.0 % 22.6 % 19.3 % Payer 3 11.6 % * 11.0 % * * ____________________________ * Represents major payers below 10.0%. In addition, as of December 31, 2025 and 2024, one biopharmaceutical customer group represented 17.9 % and 22.3 % of total accounts receivable, respectively. Accounts Receivable Accounts receivable includes billed and unbilled receivables, net of an allowance for expected credit losses. Accounts receivable primarily represent receivables from biopharmaceutical customers and third-party payers. Accounts receivable for pharmaceutical services are established based on the amounts outstanding per the contractual arrangements with biopharmaceutical customers. The Company applies the current expected credit loss standard in ASC Subtopic 326-20, Financial Instruments—Credit Losses ( “ ASC 326-20”) and reserves a portion of the accounts receivable based on assessment of the collectability of customer accounts at the time of revenue recognition. The Company regularly reviews the reserve by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Receivables deemed to be uncollectible are written-off against the allowance for credit losses at the time such receivables are deemed to be uncollectible under a specific identification or estimated method. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2025 and 2024, the Company had an immaterial allowance for credit losses related to its accounts receivable. Supplies Supplies consist primarily of laboratory items and reagents used by the Company in providing services. All supplies are raw materials and are stated at the lower of cost or net realizable value on a first-in, first-out basis. The Company periodically reviews its supplies for excess or obsolescence and writes down obsolete or otherwise unmarketable supplies to their estimated net realizable value. For the years ended December 31, 2025 and 2024, the amount of write downs associated with the Company’s supplies were $ 2.6 million and $ 4.0 million, respectively. For the year ended December 31, 2023, the Company had an immaterial amount of write downs associated with the Company's supplies. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s then-proposed IPO. The Company had $ 4.5 million of deferred offering costs as of December 31, 2024. Prior to the IPO, deferred offering costs were capitalized on the consolidated balance sheet. Upon the consummation of the IPO, $ 9.0 million of deferred offering costs were reclassified into additional paid-in capital as an offset against IPO proceeds. Property and Equipment, Net The Company reports property and equipment at cost, net of accumulated depreciation, amortization, and any asset impairments. The cost of properties held under finance leases is equal to the present value of lease payments not yet paid, adjusted for initial direct costs, prepaid lease payments and lease incentives received. Major improvements which add to productive capacity or extend the life of an asset are capitalized. Normal repairs and maintenance are 126 Table of Contents expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss for the period. Depreciation and amortization expenses are calculated on a straight-line basis and applied to asset classes based upon the Company’s estimate of the asset class’s useful life, as summarized below: Estimated Useful Life Laboratory equipment 3 years Computer equipment and software 3 years Furniture and fixtures 5 years Aircraft 15 years Leasehold improvements/leased buildings Lesser of remaining lease term or useful life Leased equipment Lesser of initial lease term or 5 years Computer equipment and software includes the purchases of hardware, software and capitalized labor costs associated with internally developed software. The Company capitalizes purchased software which is ready-for-service and capitalizes qualifying internal software development costs incurred. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, management with relevant authority authorizes and commits to funding the software project, and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. Capitalized software costs are included in property and equipment, net. These costs are amortized using the straight-line method over the estimated useful life of the underlying software, which is three years . The Company capitalized $ 2.3 million and $ 1.1 million in development costs for internal use software for the years ended December 31, 2025 and 2024, respectively. Leases The Company is a lessee for various types of property and equipment. The Company determines if an arrangement is or contains a lease at inception by evaluating whether the contract contains an identified asset that the Company has the right to control the use of throughout the contract term. Lease classification as either an operating or finance lease is determined at the lease commencement date when the leased assets are made available for use. Upon lease commencement, the Company recognizes a lease liability and right-of-use (“ROU”) asset. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, regardless of whether the lease is an operating or finance lease. Lease payments consist primarily of fixed payments under the arrangement, less tenant incentives, if any. For each lease, the Company first assesses whether the rate implicit in the lease is readily determinable. When the rate implicit in the lease is not readily determinable, the Company uses an estimate of its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments. In determining the appropriate IBR, the Company considers information including, but not limited to, its credit rating, the lease term, collateral and the currency in which the arrangement is denominated. ROU assets are measured based on the corresponding lease liability adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) initial direct costs the Company incurs, and (iii) tenant incentives under the lease. Certain of the Company's leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with recognizing and measuring the ROU asset and lease liability when it is reasonably certain the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Amortization expense for finance leases is recognized on a straight-line basis over the lease term, and interest expense for finance leases is recognized using the effective interest method. The Company presents operating lease payments 127 Table of Contents within cash flows from operating activities on the consolidated statements of cash flows. The Company presents finance lease payments related to principal amounts within cash flows from financing activities and finance lease payments related to the interest on the lease liability within cash flows from operating activities on the consolidated statements of cash flows. The presentation of the Company’s leases on the consolidated balance sheets depends on whether the lease is classified as an operating or finance lease. Operating lease ROU assets are included within other assets, the current portion of operating lease liabilities are included within accrued expenses and other current liabilities, and the long-term operating lease liabilities are included within other long-term liabilities. Finance lease ROU assets are included in property and equipment, net, the current portion of finance lease liabilities are included within current portion of notes payable, and long-term finance lease liabilities are included within long-term indebtedness, net of discounts. The Company elected the practical expedient to not separate lease and non-lease components for its leases. The Company does not record leases on the consolidated balance sheet that have a lease term of twelve months or less at the lease commencement date. Refer to Note 9 for additional disclosures related to the Company’s lease arrangements. Warrant Liability In 2020, the Company issued warrants and amended its outstanding warrants to include a provision to allow the purchase of either common stock or its Series C redeemable convertible preferred stock upon exercise. Because the warrants may be exercised for shares of the Company's Series C redeemable convertible preferred stock, the warrants are classified as a liability pursuant to the guidance in ASC Topic 480, Distinguishing Liabilities from Equity . The Company recognizes the liability associated with outstanding warrants within warrant and derivative liabilities on the consolidated balance sheets. The warrant liability is adjusted to fair value until such time as the warrants are no longer outstanding or the underlying securities are no longer redeemable outside the control of the Company. Changes in fair value of the warrant liability are reported within changes in fair value of financial instruments on the consolidated statements of operations and comprehensive loss. These warrants converted into shares of common stock immediately prior to the IPO on June 20, 2025. Refer to Note 8 for additional information about the warrant liability. Fair Value Measurements Fair value is defined as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. The basis for these assumptions establishes a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 - Observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows: • Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach – Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and • Income approach – Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing models, and lattice models). Financial instruments consist of cash, cash equivalents, restricted cash, short-term marketable securities, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, debt, warrants, and derivative instruments. 128 Table of Contents As of December 31, 2025 and 2024, the carrying amounts of the Company’s cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value based on the short-term nature of these items. There were no transfers between Levels 1, 2 or 3 for the years ended December 31, 2025, 2024, and 2023. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: As of December 31, 2025 Fair Value Level 1 Level 2 Level 3 Financial assets (amounts in thousands) Short-term marketable securities $ 2,295 $ 2,295 $ — $ — As of December 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial assets (amounts in thousands) Short-term marketable securities $ 2,201 $ 2,201 $ — $ — Financial liabilities Warrant liability $ 91,642 $ — $ — $ 91,642 Derivative liability $ 6,058 $ — $ — $ 6,058 2018 and 2020 Warrant Liability The Company utilized a probability-weighted scenario approach factoring in various exit strategies and the related timing of such to estimate the fair value of its warrant liability relating to the 2018 Warrants and the 2020 Warrants. For each scenario, the Company utilized a Black-Scholes option pricing model with the following assumptions: • Fair value per share of the underlying stock —The fair value of the underlying stock represents the fair value of the Company's Series C preferred stock that the warrants are convertible into. • Volatility —The volatility is derived from historical volatilities of several unrelated publicly-listed peer companies, since the Company has no trading history. When making the selections of industry peer companies to be used in the volatility calculation, the Company considers the size, operational and economic similarities to the Company’s principal business operations. • Risk-free interest rate —The risk-free interest rate is based on U.S. treasury yield as of the measurement dates interpolated to match the maturity equal to the respective term to exit. • Dividend yield —The expected dividend assumption is based on the Company’s current expectations about the Company’s anticipated dividend policy. • Expected term (years) —Based on expected term under various exit strategies. The below table summarizes the significant unobservable inputs used in the fair value measurement of the 2018 and 2020 warrant liabilities as of December 31, 2024. The warrants were reclassified from liability to equity upon the IPO as they were exercised into Series C preferred stock, which was converted to common stock. The difference between the fair value of the warrants immediately prior to the reclassification and its prior fair value was recorded in the consolidated statement of operations and comprehensive loss as changes in fair value of financial instruments. The fair 129 Table of Contents value immediately prior to the reclassification is based on the total number of common stock issued upon exercise and conversion, multiplied by the public offering price of $ 21.00 per share. As of December 31, 2024 2018 Warrants 2020 Warrants Fair value per share of the underlying stock $ 3.66 - $ 5.65 $ 3.66 - $ 5.65 Expected volatility 47.6 % - 63.0 % 61.2 % - 63.0 % Risk-free interest rate 4.2 % - 4.3 % 4.3 % Expected dividend yield — % — % Expected term (years) 0.29 - 0.75 0.29 - 2.25 2025 Warrant Liability - Pre-IPO Financing The Company utilized a probability-weighted scenario approach factoring in various exit scenarios and the related timing of such to estimate the fair value of its warrants that were issued in conjunction with the 2025 Convertible Notes. Upon issuance as of April 1, 2025, the fair value of these warrants was $ 10.3 million. Immediately prior to the IPO, the fair value of these warrants was $ 16.5 million. Derivative Liability - 2023 Term Loan On January 18, 2023, the Company entered into a credit agreement (the “New Term Loan Agreement”) under which the Company issued senior, secured promissory notes (the “2023 Term Loan”) by which the New Term Loan lenders agreed to lend the Company up to an aggregate principal amount of $ 400.0 million, $ 200.0 million of which was received by the Company upon issuance, and $ 200.0 million of which was drawn down in March 2024. The Company identified certain embedded features in the 2023 Term Loan, including various contingent prepayment, compensatory payment, and default interest rate features, that are required to be bifurcated from the 2023 Term Loan and separately accounted for in the consolidated financial statements as a compound derivative liability. Fair value of the derivative liability as of December 31, 2024 was estimated using the discounted cash flow method under the income approach. This approach involves significant Level 3 inputs and assumptions including an estimated probability and timing of certain contingent events, such as events of default, change of control, sale of assets, etc. The analysis also required the selection of a discount rate representative of the Company's credit risk. The discount rate used for the initial fair value was calibrated to the transaction. The value of the derivative liability in connection with the 2023 Term Loan reduced to zero upon the IPO, as the contingent prepayment is no longer required. The initial fair value of the derivative liability was $ 28.3 million at the inception date of January 18, 2023. As of December 31, 2023, the fair value of the embedded derivative liability was $ 17.5 million, resulting in a remeasurement gain of $ 10.8 million reported within changes in fair value of financial instruments in the consolidated statements of operations and comprehensive loss. Refer to Note 8 for additional information about the compound embedded derivative liability. Derivative Liability - Pre-IPO Financing In estimating the fair value of the bifurcated derivatives related to the Series E Preferred Stock, Series F Preferred Stock and the 2025 Convertible Notes, the Company applied the with-and-without methodology as of April 1, 2025. This approach calculates the value of the bifurcated embedded derivative as the difference between the value of each instrument including the derivative and the value of each instrument excluding the derivative. Upon issuance on April 1, 2025, the fair values of the bifurcated embedded derivatives relating to the Series E Preferred Stock, Series F Preferred Stock, and 2025 Convertible Notes were $ 30.1 million, $ 11.9 million, and $ 21.2 million, respectively. Immediately prior to the IPO, the fair values of these bifurcated derivatives were $ 43.6 million, $ 16.5 million, and $ 13.1 million, respectively, determined as the excess of each instrument’s fair value immediately prior to the IPO over the sum of its original proceeds and any accrued interest or dividends. Upon the IPO, the derivative liabilities were derecognized in conjunction with the conversion of the 2025 Convertible Notes, Series E Preferred Stock, and Series F Preferred Stock, and the issuance of the associated shares was recorded in common stock and additional paid-in capital. 130 Table of Contents Debt - 2023 Term Loan As of December 31, 2025, the estimated fair value of the 2023 Term Loan, w as $ 373.5 million , c ompared to a carrying value o f $ 378.5 million. As of December 31, 2024, the estimated fair value of the 2023 Term Loan, excluding the bifurcated embedded derivative, w as $ 380.9 million , c ompared to a carrying value o f $ 373.1 million. The Company estimated the fair value of the 2023 Term Loan as of December 31, 2025 based on a discounted cash flow analysis which represented the use of Level 3 inputs in the fair value hierarchy. 2025 Convertible Notes, Series E Preferred Stock, and Series F Preferred Stock - Pre-IPO Financing The Company calculated the fair value of the 2025 Convertible Notes, as well as the Series E Preferred Stock, Series F Preferred Stock, and warrants as of April 1, 2025 using a calibrated approach that aligned the total fair value of the instruments with the cash proceeds received. Upon issuance as of April 1, 2025, the fair value of the 2025 Convertible Notes, the Series E Preferred Stock and the Series F Preferred Stock were $ 29.4 million, $ 92.5 million, and $ 35.5 million respectively. Immediately prior to the IPO, the fair value of the 2025 Convertible Notes was $ 43.6 million, based on the total number of common stock issued upon conversion, multiplied by the initial public offering price of $ 21.00 per share. Goodwill Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities acquired through a business combination. The Company evaluates goodwill for impairment in accordance with ASC Topic 350, Intangibles – Goodwill and Other on an annual basis on October 1, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The factors utilized in the qualitative assessment include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and Company-specific events. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The fair value of the reporting unit is determined based on the present value of estimated cash flows using available information regarding expected cash flows of each reporting unit, discount rates, and the expected long-term cash flow growth rates. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing goodwill for impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value. If the fair value of the reporting unit is lower than its carrying value, the Company would record an impairment loss equal to the excess of the reporting unit's carrying value over its fair value. There were no impairment losses for the years ended December 31, 2025, 2024, and 2023. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities. The costs include direct costs for salaries and benefits, materials, contract services and other outside costs, and costs to acquire in-process research and development projects and technologies that have no alternative future use. Advertising The Company expenses advertising costs as incurred. The Company incurred advertising costs of $ 3.6 million, $ 1.2 million, and $ 0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Self-Insurance The Company offers medical insurance coverage to eligible employees under a self-insured program managed by a third-party administrator, leveraging stop-loss insurance policies to mitigate risk. The Company records an estimate of its liability for medical claims, which includes the incurred claims amount plus an estimate of incurred, but not reported claims. Self-insurance liability of $ 2.2 million and $ 1.9 million as of December 31, 2025 and 2024, respectively, is included within accrued expenses and other current liabilities on the consolidated balance sheets. 131 Table of Contents Comprehensive Loss Comprehensive loss consists of net loss, unrealized gains on available-for-sale securities, foreign currency translation adjustments and gains affecting shareholders’ deficit that under GAAP are excluded from net income or loss. Stock-Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Stock-based compensation expense is measured based on the fair value of the stock-based awards at the grant date for all stock-based awards to employees and non-employees and is recognized as expense over the requisite service period on a straight-line basis, which is generally the vesting period. Forfeitures are estimated using historical trends. Refer to Note 7 for additional information on the Company’s stock-based compensation. Compensated Absences When the Company's obligation relating to employees' rights to receive compensation for future absences is attributable to employees' services rendered, the obligation relates to rights that vest or accumulate, payment is probable and amount can be reasonably estimated, a liability is recorded. Loss Contingencies The Company accounts for liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 10 for additional information on the Company’s loss contingencies. Redeemable Convertible Preferred Stock The Company's redeemable convertible preferred stock is recorded outside of permanent equity because, while it is not mandatorily redeemable, it is redeemable at the option of the holders for cash upon the passage of time or the occurrence of certain events considered not solely within the Company’s control, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”). The redeemable convertible preferred stock classified in mezzanine equity is subject to subsequent measurement under the guidance provided in the SEC Staff Announcement: Classification and Measurement of Redeemable Securities. In accordance with that guidance, the Company has elected to recognize changes in redemption value immediately as they occur through adjustments to the carrying amounts of the instruments at the end of the reporting period with the corresponding amount recorded to additional paid-in capital or, in the absence of additional paid-in-capital, accumulated deficit. Treasury Stock The Company records treasury stock purchases under the cost method by recording the entire cost of the acquired shares of common stock as treasury stock. In the case of re-issuance of treasury stock, amounts that exceed the acquisition cost will be recorded in additional paid-in capital. If the re-issuance price is below the treasury stock's acquisition cost and additional paid-in capital is insufficient to cover the difference between the acquisition cost and the re-issuance price, the shortfall will be recorded in accumulated deficit. If the Company decides to retire treasury stock, the Company will deduct the par value from common stock and reduce additional paid-in capital for any excess of cost over par value. If additional paid-in capital is insufficient, the Company reflects the shortfall in accumulated deficit. Net Loss per Share Attributable to Common Shareholders The Company calculates its basic and diluted net loss per share attributable to common shareholders in conformity with the two-class method required for companies with participating securities. Each series of the Company’s redeemable convertible preferred stock is considered to be a participating security because the preferred shareholders have a right to receive dividends on a pari passu basis with the Company’s common shareholders. The two-class method determines net income (loss) per share for each class of common stock and participating security according to dividends declared or accumulated and participating rights in undistributed earnings. The two-class method requires income (loss) available to common shareholders for the period to be allocated between common and participating securities based upon the respective rights of each to share in earnings as if all income (loss) for the period had been distributed. The 132 Table of Contents participating securities are not required to participate in the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method between common and participating securities. Because the Company has reported a net loss for the years ended December 31, 2025, 2024, and 2023, basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted-average common stock outstanding during the period, without consideration for potential common stock equivalents. Net loss attributable to common shareholders is equal to net loss, less the deemed dividend from Series D redeemable convertible preferred stock and accretion on preferred securities to their redemption value to the extent such securities are outstanding during the period, where applicable. Diluted net loss per share attributable to common shareholders is calculated by adjusting the weighted-average stock outstanding for the dilutive effect of potential common stock equivalents outstanding. For purposes of calculating the diluted net loss per share attributable to common shareholders, redeemable convertible preferred stock, promissory notes, warrants, restricted stock units, and stock options are considered to be potential common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common shareholders because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share attributable to common shareholders was the same for all periods presented. Income Taxes The Company accounts for income taxes under the asset and liability method as set forth in ASC 740 “ Income Taxes ” (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related taxing authority. For tax positions not meeting the more likely than not test, no tax benefit is recorded. At December 31, 2025 and 2024, the Company has accumulated net operating loss carryforwards in both the U.S. and foreign jurisdictions, and no provision for income taxes is required. The Company's deferred tax assets are subject to a full valuation allowance. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. The ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity's exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU on January 1, 2025. The adoption had no material impact on the Company's financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense disaggregation disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses . This ASU requires disclosure of specified information about certain costs and expenses in the notes to financial statements. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU should be applied on a prospective basis. Early adoption is permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our financial statements, and expect to adopt this ASU for the fiscal year beginning January 1, 2027. 133 Table of Contents In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software . This ASU removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. This will require an entity to change how it starts capitalizing software costs, along with updating how entities evaluate the probable-to-complete recognition threshold. For all entities, the ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments of this ASU can be applied using any of the following three approaches: prospective transition approach; modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption; and retrospective transition approach. We are currently evaluating the impact that this guidance will have, and expect to adopt this ASU for the year ending December 31, 2028. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements . This ASU clarifies interim disclosure requirements and the applicability of Topic 270. The amendment's objective is to provide clarity on the current interim reporting requirements. The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments of this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments of this ASU can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact that this guidance will have. Note 3. Consolidated Balance Sheet and Statement of Operations and Comprehensive Loss Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: As of December 31, 2025 2024 (amounts in thousands) Prepaid expenses $ 19,586 $ 13,562 Other current assets 2,355 6,708 Total prepaid expenses and other current assets $ 21,941 $ 20,270 Property and Equipment, Net Property and equipment, net consist of the following: As of December 31, 2025 2024 (amounts in thousands) Computer equipment and software $ 76,430 $ 73,312 Capitalized software 27,898 25,921 Laboratory equipment 106,227 103,795 Furniture and fixtures 8,368 9,110 Leasehold improvements/Leased buildings 63,812 63,039 Aircraft and leased equipment 21,415 21,249 Total property and equipment 304,150 296,426 Less: accumulated depreciation and amortization ( 240,980 ) ( 228,609 ) Property and equipment, net $ 63,170 $ 67,817 Total depreciation and amortization expense was $ 22.6 million, $ 48.9 million, and $ 49.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. 134 Table of Contents Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2025 2024 (amounts in thousands) Trade accruals $ 6,887 $ 7,131 Accrued payroll and employee medical 11,104 17,882 Accrued bonus 31,487 25,736 Current portion of early exercise stock option liability 327 4,957 Contract liability 24,492 7,470 Current portion of operating lease liabilities 6,359 6,080 Other accrued expenses 7,114 8,286 Total accrued expenses and other current liabilities $ 87,770 $ 77,542 Other Long-Term Liabilities Other long-term liabilities consist of the following: As of December 31, 2025 2024 (amounts in thousands) Long-term operating lease liabilities, net of current portion $ 42,335 $ 38,651 Long-term portion of early exercise stock option liability 53 5,767 Total other long-term liabilities $ 42,388 $ 44,418 Other Expense, Net Other expense, net consists of the following: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Loss on debt extinguishment $ ( 19,895 ) $ — $ ( 10,915 ) Other ( 665 ) ( 349 ) ( 1,691 ) Total other income (expense), net $ ( 20,560 ) $ ( 349 ) $ ( 12,606 ) Note 4. Restricted Cash The Company entered into a lease agreement with KCP NNN II Leasehold 4, LLC on July 25, 2019 to lease 114,500 square feet of space in Irving, Texas. As part of the lease agreement, the Company delivered an unconditional, irrevocable letter of credit for $ 3.4 million from a nationally recognized bank. The Company obtained this letter of credit and placed $ 3.4 million in a security deposit account. As of December 31, 2025 and 2024 , amounts outstanding are $ 2.1 million and $ 2.7 million, respectively, and are included within c ash, cash equivalents, and restricted cash and other assets on the consolidated balance sheets. The remaining restricted cash amounts are not material individually. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the amounts shown in the consolidated statements of cash flows. 135 Table of Contents Restricted cash is presented within c ash, cash equivalents, and restricted cash and other assets on the consolidated balance sheets. As of December 31, Consolidated balance sheet line item 2025 2024 (amounts in thousands) Cash and cash equivalents Cash, cash equivalents, and restricted cash $ 796,274 $ 63,950 Restricted cash - short-term Cash, cash equivalents, and restricted cash 1,525 1,492 Restricted cash - long-term Other assets 2,243 2,586 Total $ 800,042 $ 68,028 Note 5. Income Taxes For financial reporting purposes, income before income taxes includes the following components: Years Ended December 31, 2025 2024 2023 (amounts in thousands) United States $ ( 70,469 ) $ ( 283,720 ) $ ( 339,724 ) Foreign 2,381 1,830 ( 1,691 ) Total $ ( 68,088 ) $ ( 281,890 ) $ ( 341,415 ) The Company had no income tax expense or benefit for the years ended December 31, 2025, 2024, and 2023. A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: Year ended December 31, 2025 Amount Percent (amounts in thousands) U.S. Federal statutory tax rate $ ( 14,299 ) 21.0 % Effect of cross-border tax laws 14 — % Nontaxable or nondeductible items: Permanent differences - warrant fair value 16,784 ( 24.7 ) % Permanent differences - other 1,495 ( 2.2 ) % Adjustments to NOLs ( 1,144 ) 1.7 % Valuation allowance ( 5,888 ) 8.7 % Other 3,538 ( 5.2 ) % State and local income taxes, net of federal income tax effect — — % Foreign tax effects ( 500 ) 0.7 % Effective tax rate $ — — % 136 Table of Contents A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows: Years Ended December 31, 2024 2023 (amounts in thousands) Computed statutory benefit $ ( 59,197 ) $ ( 71,697 ) Change in valuation allowance 67,333 85,643 State taxes, net of federal benefit ( 10,173 ) ( 15,342 ) Permanent differences 2,946 1,231 Permanent difference — warrant fair value adjustment ( 1,489 ) ( 55 ) Foreign rate differential ( 267 ) ( 5 ) Adjustments to foreign NOL's 117 174 Adjustments to state NOL's ( 114 ) ( 522 ) Adjustments to stock-based compensation 137 671 Rate change ( 68 ) ( 40 ) Other 775 ( 58 ) Income tax benefit $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: Years Ended December 31, 2025 2024 (amounts in thousands) Deferred tax assets Net operating loss carryforward $ 309,547 $ 290,514 Accrued liabilities 9,997 8,449 Stock-based compensation 14,039 5,993 Interest limitation 44,214 35,614 Research and development credits 2,842 2,842 Intangibles 3,164 3,557 Lease obligation 12,278 11,601 Contractual allowances 18,268 16,867 Research and development costs — 52,140 Property and equipment basis difference 3,745 4,796 Others 6,227 1,956 Total deferred tax assets 424,321 434,329 Deferred tax liabilities Right of use assets ( 10,033 ) ( 9,033 ) Excess tax goodwill amortization ( 281 ) ( 262 ) Derivative liability fair value adjustment ( 3,598 ) ( 3,456 ) Others — — Total deferred tax liabilities ( 13,912 ) ( 12,751 ) Valuation allowance ( 410,409 ) ( 421,578 ) Net deferred tax asset (liability) $ — $ — Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. A significant piece of objective negative 137 Table of Contents evidence evaluated was the cumulative loss over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. On the basis of this evaluation, as of December 31, 2025, a valuation allowance of $ 410.4 million has been recorded to recognize only the portion of the deferred tax assets that is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if additional objectively verifiable positive evidence materializes in future reporting periods, such as a demonstrated operating profitability. The valuation allowances increased $ 11.2 million and $ 67.3 million during the fiscal years ended December 31, 2025 and 2024, respectively, primarily due to increased U.S. federal and state net operating loss carryforwards. The Company has gross federal, state, and foreign net operating loss carryforwards of approximately $ 2,250.3 million which expire as follows: Expiration Year Federal State Foreign Total (amounts in thousands) 2025 - 2030 $ 6,338 $ 11,695 $ 7,125 $ 25,158 2031 - 2040 209,538 284,733 2,489 496,760 2041 - 2045 — 534,354 — 534,354 Indefinite 1,041,526 152,472 — 1,193,998 Total $ 1,257,402 $ 983,254 $ 9,614 $ 2,250,270 The 2018 through 2025 net operating losses do not expire under the Tax Cuts and Jobs Act of 2017, and are subject to the 80% of taxable income limitation. Federal tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code of 1986. Accordingly, the Company's ability to utilize these carryforwards may be limited in the event of any such ownership change. We have completed a Section 382 analysis for changes in ownership through December 31, 2024 and continue to monitor for changes that could trigger a limitation. Based on this analysis, the Company does not expect to have any permanent limitations on the utilization of its federal net operating losses. The Company has U.S. federal and state tax research and development credit carryforwards of $ 2.8 million as of December 31, 2025 and 2024, with expiration dates through 2031 and 2026, respectively. The Company has recorded a full valuation allowance related to the credit carryforwards as of December 31, 2025. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2025, all loss years remain open to examination by the taxing authorities. The recognition and measurement of certain tax benefits includes estimates and judgment by management that inherently involve subjectivity. Changes in estimates may create volatility in the Company’s effective tax rate in future periods and may be due to the expiration of various statutes of limitations, settlements with tax authorities, or acquisition of new information about particular tax positions that may require management to change its estimates. The Company accounts for uncertainty in income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Through December 31, 2025, the Company has evaluated all tax positions for which the statute of limitations remained open, and the Company has not recognized any reserve for uncertain tax positions or any penalties or interest through the income statement or balance sheet as of December 31, 2025. Note 6. Redeemable Convertible Preferred Stock As of December 31, 2025, there were no shares of redeemable convertible preferred stock outstanding. On April 1, 2025, the Company entered into a preferred stock purchase agreement with certain investors pursuant to which it issued a total of 12,345,674 and 4,657,401 shares of Series E Preferred Stock and Series F Preferred Stock, respectively, at $ 8.10 per share for gross proceeds of approximately $ 137.7 million. Allocated issuance costs paid in connection with the Series E Preferred Stock and Series F Preferred Stock were approximately $ 6.8 million. 138 Table of Contents The Company has previously issued shares of Series A, Series B, Series C, and Series D convertible preferred stocks. Upon the closing of the IPO on June 20, 2025, all outstanding shares of the Company’s redeemable convertible preferred stock, including Series E and F, converted into an aggregate of 211,378,638 shares of common stock. The following table summarizes the redeemable convertible preferred stock outstanding immediately prior to their conversion into common stock (excluding the 2018 and 2020 warrants that, prior to our IPO, were exercisable for Series C convertible preferred stock), and the rights and preferences of the Company’s respective series preceding the Company’s IPO in June 2025: As of June 20, 2025 Shares Authorized Shares Issued and Outstanding Original Issue Price Per Share Aggregate Liquidation Preference Net Carrying Value (amounts in thousands, except share and per share amounts) Series A Preferred Stock 490,000,000 485,795,293 $ 0.61 $ 296,335 $ 709,261 Series B Preferred Stock 30,000,000 29,629,630 $ 0.54 16,000 42,963 Series C Preferred Stock 142,000,000 116,200,835 $ 2.76 415,616 415,616 Series D Preferred Stock 102,600,000 102,516,283 $ 8.10 1,078,273 1,078,273 Series E Preferred Stock 12,345,678 12,345,674 $ 8.10 101,786 145,412 Series F Preferred Stock 10,493,827 4,657,401 $ 8.10 38,399 54,857 Total redeemable convertible preferred stock 787,439,505 751,145,116 $ 1,946,409 $ 2,446,382 As of December 31, 2024, redeemable convertible preferred stock consisted of the following: As of December 31, 2024 Shares Authorized Shares Issued and Outstanding Original Issue Price Per Share Aggregate Liquidation Preference Net Carrying Value (amounts in thousands, except share and per share amounts) Series A Preferred Stock 490,000,000 485,795,293 $ 0.61 $ 296,335 $ 709,261 Series B Preferred Stock 30,000,000 29,629,630 $ 0.54 16,000 42,963 Series C Preferred Stock 142,000,000 116,200,835 $ 2.76 408,715 408,715 Series D Preferred Stock 102,600,000 102,516,283 $ 8.10 1,060,712 1,060,712 Total redeemable convertible preferred stock 764,600,000 734,142,041 $ 1,781,762 $ 2,221,651 The redeemable convertible preferred stock was classified as mezzanine equity pursuant to the guidance in ASC 480. The rights, preferences, and privileges of the redeemable convertible preferred stock were as follows: Voting Rights On any matter presented to the shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of preferred stock will be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of preferred stock held by such holder are convertible as of the record date for determining shareholders entitled to vote on such matter. Dividends All classes of preferred stock are entitled to receive dividends out of any assets legally available only when, as, and if declared by the Company’s board of directors, prior to and in preference to any declaration or payment of any dividend on the common stock. 139 Table of Contents Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series C, Series D and Series E preferred stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its shareholders at an amount per share equal to the greater of (i) the Series C, Series D and Series E original issue price, plus (A) any dividends declared but unpaid thereon and (B) a 7.0 % cumulative accruing dividend, compounding annually from the date of issuance of such share of Series C, Series D and Series E preferred stock, (ii) the amount that the holder of a share of Series C, Series D and Series E preferred stock would have received upon conversion to common stock, or (iii) solely with respect to the Series D preferred stock, 1.2 times the Series D original issue price. The Series F Preferred Stock then outstanding will then be entitled to be paid out of the assets of the Company available for distribution to its shareholders at an amount per share equal to the greater of (i) the Series F Preferred Stock original issue price, plus (A) any dividends declared but unpaid thereon and (B) a 8.0 % cumulative accruing dividend, compounding annually from the date of issuance of such share of Series F Preferred Stock, (ii) 1.5 times the Series F Preferred Stock original issue price, or (iii) the amount that the holder of a share of Series F Preferred Stock would have received upon conversion to common stock. The Series A and Series B preferred stock are then paid on a pro rata, pari passu basis an amount equal to the greater of (i) the respective original issue price plus any dividends declared but unpaid thereon, and (ii) the amount that the holder of a share of Series A or Series B preferred stock, respectively, would receive upon conversion to common stock. The remaining proceeds will be distributed to the holders of common stock. Conversion Rights The holders of the Company’s Series A, Series B, Series C, Series D, Series E and Series F preferred stock have the right to convert their shares into a number of fully paid and nonassessable shares of common stock as determined by dividing the respective Series A, Series B, Series C, Series D, Series E and Series F preferred stock original issue price by the conversion price in effect at the time. The initial conversion price of the Series A, Series B, Series C, Series D, Series E and Series F preferred stock was $ 0.61 , $ 0.54 , $ 2.76 , $ 8.10 , $ 8.10 , and $ 8.10 , respectively, and is subject to adjustment in accordance with anti-dilution provisions provided for in the Company’s Certificate of Formation. In connection with and shortly before the closing of the Pre-IPO Financing, the Company amended and restated its Certificate of Formation. Under this amended and restated Certificate of Formation, and solely for purposes of calculating the conversion of the Series C preferred stock in connection with an initial public offering, both the original issue price and the initial conversion price of the Series C preferred stock were revised from $ 2.76 to $ 4.58 . Upon the closing of the IPO, the Series E and Series F Preferred Stock will convert into common stock at a price equal to 70 % of the initial public offering price per share. This legal-form conversion upon an initial public offering effectively functions as a share-settled redemption provision for accounting purposes and is accounted for as a bifurcated derivative liability in accordance with ASC 815. As a result of the IPO, the aforementioned conversion price adjustment for Series D preferred stock was triggered due to the IPO price being less than 1.11111 times the then-current conversion price. Consequently, the Company recorded a deemed dividend, which increased net loss attributable to common shareholders by $ 384.4 million. The deemed dividend equals the fair value of incremental shares of common stock resulting from the triggering of this feature. Redemption Rights At any time on or after March 2026 with respect to our Series C preferred stock, and May 2026 in respect of our Series D and Series E preferred stock, upon written notice from the applicable shareholders, the Series C, Series D and Series E shares shall be redeemed by the Company at a price per share equal to the greater of (i) the original issue price plus (a) all declared by unpaid dividends thereon and (b) a 7.0 % cumulative accruing dividend, compounding annually, or (ii) the fair market value as determined by an independent appraiser. Anti-dilution Subject to certain exceptions, the conversion price of the Series A, Series B, Series D, Series E and Series F preferred stock is subject to broad-based weighted average adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the then-applicable conversion price. Subject to certain 140 Table of Contents exceptions, in the event the Company sells additional shares of stock at a price per share less than the Series C original issue price, the conversion price of the Series C preferred stock is adjusted to the lower price that the Company sells shares in such offering. In the event the Company sells shares in an initial public offering for less than 1.11111 times the applicable Series C conversion price, then the Series C conversion price will be reduced (but never increased), concurrently with such issuance to 90.0 % of the purchase price in such initial public offering. In the event the Company sells shares in an initial public offering for less than 110.0 % of the applicable Series D conversion price, then the Series D conversion price will be reduced (but never increased), concurrently with such issuance to 90.0 % of the purchase price in such initial public offering. Note 7. Shareholders’ Equity and Equity Compensation Preferred Stock In connection with the IPO, the Company's amended and restated certificate of formation became effective, which authorized the issuance of 100,000,000 shares of preferred stock with a par value of $ 0.001 per share. As of December 31, 2025, there were no shares of preferred stock issued and outstanding. Common Stock As of December 31, 2025 and 2024, 2,800,000,000 and 1,150,000,000 shares of common stock with a $ 0.001 par value were authorized, respectively. There were 282,526,097 and 35,842,319 shares outstanding as of December 31, 2025 and 2024, respectively. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's shareholders. Common shareholders are entitled to receive dividends if and when declared by the Company's board of directors, subject to the preferential dividend rights of any preferred stock then outstanding and compliance with our contractual obligations. No dividends have been declared or paid by the Company since its inception. Treasury Stock During the year ended December 31, 2025, the Company repurchased 1,429,213 shares of common stock for an amount of $ 16.6 million associated with previously early-exercised options. Refer to below under “Option Activity — Modifications to Stock Options” for further details. No common shares were repurchased during the year ended December 31, 2024. Such repurchased common stock is shown as treasury stock on the consolidated balance sheets and consolidated statements of redeemable convertible preferred stock and shareholders' equity (deficit). The Company had 1,611,713 and 182,500 shares of treasury stock as of December 31, 2025 and 2024, respectively. These shares have not been retired. The Company has not reissued any shares of treasury stock as of December 31, 2025 and 2024. 2020 Incentive Plan Prior to the IPO, the 2020 Incentive Plan (the “2020 Plan”) provided for the Company's grant of awards of options, restricted awards, performance awards or share appreciation rights to employees, consultants, and directors of the Company. A total of 22,106,373 shares of common stock are reserved for issuance upon the exercise of all awards granted or available to be granted under the 2020 Plan as of December 31, 2025. In June 2025, in connection with the IPO and the adoption of the 2025 Plan (as defined below), the Company will not make any additional grants under the 2020 Plan. Any outstanding awards granted under the 2020 Plan remain subject to the terms of the 2020 Plan, and any shares underlying outstanding awards under the 2020 Plan that expire or are repurchased, forfeited, canceled, or withheld will become available for issuance under the 2025 Incentive Plan. 2025 Incentive Plan The Company’s Board of Directors has adopted, and the shareholders approved, the 2025 Incentive Plan (the “2025 Plan”), which became effective in connection with the IPO. The 2025 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), share appreciation rights, restricted awards, performance awards, and other awards. As of December 31, 2025, a total of 4,273,052 shares of common stock were reserved for issuance in settlement of awards granted under the 2025 Plan. The material terms of the 2025 Plan are substantially similar to the 2020 Plan, except with respect to the number of authorized shares, which initially equaled 15,125,002 shares, plus the number of shares that would return to the share reserve of the 2020 Plan following the pricing of the Company's initial public offering. 141 Table of Contents The 2025 Plan’s share reserve will increase on January 1 of each calendar year during the term of the 2025 Plan, beginning in 2026, by a number of shares as determined by the administrator of the 2025 Plan and in consultation with the Company, provided, that such increase (if any) will be no greater than the amount by which (y) 4 % of the aggregate number of outstanding shares of our common stock as of the last day of the immediately preceding fiscal year exceeds (z) the aggregate number of shares remaining available for grant under the 2025 Plan on the last day of the immediately preceding fiscal year. To the extent permitted by applicable laws or any exchange rule, any shares of common stock issued under the 2025 Incentive Plan that are issued (a) in connection with the Company's acquisition of an unaffiliated business entity, (b) to the employees of such entity, and (c) in substitution of equity incentive awards previously issued to such employees by such entity shall not reduce the number of shares of common stock available for issuance under the 2025 Incentive Plan. Employee Stock Purchase Plan The Company’s Board of Directors has adopted, and the shareholders approved, the 2025 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the IPO. The ESPP enables eligible employees to purchase shares of the Company’s common stock with payroll deductions. A total of 2,571,250 shares of the Company’s common stock were initially reserved for issuance under the ESPP. As of December 31, 2025, 2,571,250 shares under the ESPP were available for purchase. The number of shares reserved for issuance and sale under the ESPP will increase automatically on January 1 of each calendar year during the term of the ESPP beginning in 2026, by a number of Shares equal to 1 % of the Common Stock outstanding on the last day of the immediately preceding fiscal year, unless the ESPP administrator should decide to increase the number of shares available under the ESPP by a lesser amount. The purchase price designated by the ESPP administrator will be no less than the lower of 85 % of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85 % of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period within an offering period. Unless otherwise determined by the compensation committee, the ESPP will provide for separate six-month offering periods beginning on December 1 and June 1 of each year. The Company began recognizing stock-based compensation expense related to the ESPP upon commencement of the initial offering period on December 1, 2025. Compensation expense is recognized on a straight-line basis over the six-month offering period, based on the fair value of the purchase rights granted to participants as determined under ASC 718. The impact of the ESPP on the Company's consolidated financial statements for the year ended December 31, 2025 was not material. For the year ended December 31, 2025, no shares were issued under the ESPP. Option Activity Under the 2020 Plan, the Company has granted incentive stock options and non-qualified stock options to its employees and other service providers (non-employees). Most of the Company’s stock options vest incrementally over five years , subject to the grantee's continuous employment with the Company (“time-vesting options”). The Company recognizes compensation cost on a straight-line basis over the requisite service period for its time-vesting options. In addition to its time-vesting options, the Company has also granted stock options to certain non-employees for which vesting is tied to the grantee’s performance (“performance-vesting options”). The Company evaluates whether it is probable that the performance metric will be achieved for its performance-vesting options and recognizes compensation cost on a straight-line basis over the implied service period if achievement of the performance metric is deemed probable. No option shall be exercisable after the expiration of 10 years from the date it was granted. The exercise price of each option shall be not less than 100.0 % of the fair market value of the common stock subject to the option on the date the option is granted. The Company has not granted stock options under the 2025 Plan as of December 31, 2025. 142 Table of Contents The following tables summarize the Company's stock option activity during the year ended December 31, 2025: Options Outstanding Weighted Weighted Average Average Exercise Remaining Aggregate Number of Price Contract Intrinsic Options Per Share Term Value (in years) (in thousands) Total outstanding as of December 31, 2024: 21,770,225 $ 9.06 5.40 $ 226,117 Granted 3,085,295 18.79 Exercised ( 1,765,396 ) 7.44 Forfeited or expired ( 1,204,616 ) 15.21 Total outstanding as of December 31, 2025 21,885,508 $ 10.23 4.99 $ 366,605 Total exercisable as of December 31, 2025 16,574,065 $ 7.86 4.01 $ 316,940 Total vested or expected to vest as of December 31, 2025 21,212,471 $ 9.99 4.89 $ 360,500 Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The weighted average grant date fair value of options granted during the years ended December 31, 2025, 2024, and 2023 was $ 15.43 , $ 12.37 and $ 9.52 per option, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 21.2 million, $ 2.8 million, and $ 6.8 million, respectively. The total grant date fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $ 17.3 million, $ 13.5 million, and $ 10.4 million, respectively. Cash received for exercises of stock options during the years ended December 31, 2025, 2024, and 2023 was $ 7.6 million, $ 1.5 million, and $ 1.9 million, respectively. As of December 31, 2025, there was approximately $ 51.5 million of total unrecognized stock-based compensation cost related to the unvested options, which is expected to be recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss over a weighted-average period of 2.80 years. Modification to stock options On November 9, 2021 and February 23, 2022, the Company granted stock options to certain executives that are exercisable upon vesting for 331,250 shares and 2,000,000 shares of the Company’s common stock, respectively (the “Prior Stock Options”). The Prior Stock Options vested over five years . On August 11, 2022, the Company’s Compensation Committee approved a modification to the Prior Stock Options, which was communicated to holders of the Prior Stock Options on September 1, 2022. The modification reduced the exercise price to $ 16.20 and modified the vesting conditions such that 20.0 % vest upon grant, while the remainder vest over the following four years . The total number of grantees affected by this modification was twelve . The modification was not mandatory, but rather could be elected by holders of the Prior Stock Options on an individual holder basis. If the holder elected to participate, the holder’s Prior Stock Options were immediately canceled, and the Company issued the holder an equivalent number of new stock options in exchange (the “New Stock Options”) which could be early exercised prior to vesting. All of the holders elected to participate in the modification and exchanged their Prior Stock Options for New Stock Options. In addition, as an alternative to paying cash, holders of the New Stock Options that elected to exercise their options were able to pay for the exercise price by executing a full recourse promissory note with the Company that is secured by the holder’s restricted shares that are issued upon early exercise. Five grantees elected to early exercise 1,530,000 options utilizing the promissory note. The principal of each note was equal to the exercise price of the New Stock Options. Interest on the unpaid balance compounded annually and accrued at a fixed rate per annum equal to the mid-term applicable federal rate in effect on the issuance of the note. The maturity date of the notes was the earlier of (1) December 31, 2030 or (2) the occurrence of a change in control event, unless an acceleration event occurs sooner. An acceleration event would 143 Table of Contents generally occur if required to ensure compliance with Section 402 of the Sarbanes-Oxley Act of 2002, the termination of the holder's employment, the insolvency of the holder or the breach of any warranty of the holder. The holder may elect to prepay the outstanding principal and accrued interest balance of the promissory note at any time without penalty. In addition to the outstanding balance of the note becoming due and payable immediately, upon the occurrence of an acceleration event, if the holder defaults on payment of the note, then interest would accrue at the maximum rate permitted by applicable law. The Company would have full recourse against the holder for failure to pay the note as and when due. Such promissory notes were secured by the restricted shares issued to the holder that were underlying the note. If the note is not repaid upon an event of default or acceleration event, the Company has the right to repurchase the restricted shares issued upon the exercise of the note for fair market value, which proceeds will apply to repayment of the note (with any remaining balance remaining due). The Company accounted for the modification as a Type I (Probable to Probable) modification under ASC 718 that does not change the classification of the award (i.e., the New Stock Options continue to be classified within equity). The Company calculated the fair value of the Prior Stock Options and New Stock Options immediately prior to and after the modification using the Black-Scholes option pricing model. The incremental fair value was added to the original unrecognized compensation cost to arrive at the new unrecognized compensation cost, to be recognized over the remaining requisite service period. Unvested stock received from early exercises of the New Stock Options are subject to a right of repurchase at the lesser of (i) original issuance price or (ii) then-current fair market value in the event of the employee's termination, either voluntary, or involuntary. The Company’s repurchase right with respect to these shares typically lapses over four years as the shares become vested. Early exercises of stock options are not deemed to be substantive exercises for accounting purposes and accordingly, consideration received for exercises of unvested stock options is initially recorded as a liability and subsequently reclassified into shareholders’ equity (deficit) as the related shares vest. As of December 31, 2025 and 2024, 23,446 and 662,000 shares from options exercised to date were subject to repurchase at a price of $ 16.20 per share. Of the amount subject to repurchase as of December 31, 2025 and 2024, $ 0.3 million and $ 5.0 million was recorded within other accrued expenses and current liabilities, respectively, and $ 0.1 million and $ 5.8 million was recorded within other long-term liabilities on the consolidated balance sheets, respectively. In addition, as the early exercise was performed via issuance of a promissory note, a corresponding debt amount, plus related interest income was recorded as contra-equity. The total amount presented as contra-equity as of December 31, 2024 was $ 26.5 million, which includes interest income and the impact from exercises of both the vested portion of the New Stock Options and early exercises. On March 3, 2025, the Company repurchased 1,429,213 common stock shares issued upon early exercise of stock options at $ 18.60 per share and proceeds were used to pay off the promissory notes and accrued interest. Repurchased common stock shares included 810,816 and 618,397 common shares, respectively, that were for options vested and unvested at the time of the repurchase, respectively. On the same day, the Company granted 1,530,000 new stock options to the same employees. New options were issued at an exercise price of $ 18.60 per share, have the same vesting terms as the repurchased options and are not early exercisable. The Company accounted for the repurchase of the shares and grant of the new options as a Type I (Probable to Probable) modification under ASC 718. The Company calculated the fair value of the original options and new options immediately prior to and after the modification using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.93 % - 3.99 %; dividend yield of 0.00 %; stock price volatility of 68.96 % - 69.48 %; and an expected life of 5.0 - 5.3 years. The total incremental fair value was $ 15.1 million, of which $ 8.6 million corresponding to the vested options was immediately recognized as compensation expense, with the remaining $ 6.5 million and the original unrecognized compensation cost of $ 5.7 million being recognized over the remaining requisite service period. Restricted Awards Activity During the year ended December 31, 2025, the Company granted restricted stock units that will be settled in shares of the Company's common stock upon vesting to its employees, consultants, and non-employee directors. Vesting of the restricted stock units granted prior to the IPO was generally contingent upon the Company completing either an initial public offering of its common stock or a change in control. In connection with the IPO, the Company settled an aggregate of 1,048,250 fully vested RSUs (“IPO Settled RSUs”) in August 2025. The Company withheld 415,389 shares of common stock issuable upon settlement of the IPO Settled RSUs and recorded a tax withholding liability of $ 12.4 million, all of which were subsequently remitted to the taxing authorities. Vesting of restricted stock 144 Table of Contents units granted after the IPO generally occurs incrementally over four years , subject to the grantee's continuous service with the Company. Following the IPO, the fair value of RSUs is based on the closing price of our common shares on the Nasdaq Global Select Market on the trading day prior to the grant date. The following table summarizes the Company's restricted stock unit activity for the year ended December 31, 2025: Weighted Number of Average Grant Restricted Stock Units Date Fair Value Unvested as of December 31, 2024 762,500 $ 18.19 Granted 4,986,007 $ 21.09 Vested ( 1,063,250 ) $ 18.24 Cancelled/forfeited ( 190,915 ) $ 23.03 Unvested as of December 31, 2025 4,494,342 $ 21.18 The total unrecognized compensation expense related to unvested restricted stock units as of December 31, 2025 was $ 81.6 million, which is expected to be recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss over a weighted-average period of 3.30 years. The fair value of RSUs vested was $ 9.8 million for the year ended December 31, 2025. No RSUs vested during the years ended December 31, 2024 and 2023. Stock-Based Compensation Expense The Company recorded stock-based compensation expense in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Cost of services - Molecular profiling services $ 3,591 $ 1,669 $ 1,504 Cost of services - Pharma research and development services 25 11 10 Selling and marketing expense 9,582 4,301 3,400 General and administrative expense 45,684 8,448 6,983 Research and development expense 11,124 4,214 3,344 Total $ 70,006 $ 18,643 $ 15,240 There was no tax benefit associated with the above stock-based compensation expense. Valuation of Stock-Based Awards The Company records stock-based compensation expense for stock-based awards based on the estimated fair value of the awards on the date of the grant. The fair value of the Company’s restricted stock units is based on the fair value of the Company’s common stock at the date of grant. The Company estimates the fair value of stock options using a Black-Scholes option pricing model. Prior to the IPO, the absence of a public market for the Company’s common stock required the Company’s Board of Directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of common and convertible preferred stock, transactions involving the Company’s common stock, and assumptions for a discount for lack 145 Table of Contents of marketability. The fair value of the Company’s common stock was determined in accordance with the applicable elements of the American Institute of Certified Public Accountants Accounting and Valuations Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation . Subsequent to the Company's IPO, the fair value of the Company's common stock is determined based on its closing market price. The key assumptions used in determining the fair value of options granted and a summary of the methodology applied to develop each assumption are as follows: Years Ended December 31, 2025 2024 2023 Expected volatility 68.3 % - 69.5 % 62.5 % - 68.4 % 64.3 % - 77.2 % Risk-free interest rate 3.9 % - 4.2 % 3.7 % - 4.6 % 3.5 % - 4.4 % Expected term (years) 5.00 - 6.55 5.97 - 6.60 5.90 - 7.50 Expected dividend rate — % — % — % Expected forfeiture rate 0.0 % - 8.5 % 8.3 % - 8.5 % 8.4 % - 8.6 % The Company estimates the fair value of stock purchase rights granted under the ESPP at the start of the offering period using the Black-Scholes options-pricing model. Key weighted-average assumptions used in the model include expected stock price volatility, risk-free interest rate, expected term (equal to the six-month offering period), expected dividend yield, and expected forfeiture rate. The Company uses historical data to estimate expected volatility and other assumptions consistent with those used for stock option valuations. Expected volatility. This is a measure of the amount by which the share price has fluctuated or is expected to fluctuate. An increase in the expected price volatility will increase the fair value of the option granted and the related compensation expense. As the Company was not publicly traded prior to June 2025, the expected price volatility for the Company's options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the business corresponding to the expected term of the awards. Subsequent to the Company's IPO, expected volatility is based on the historical volatility of its common stock. Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected term. This is the period of time over which the options granted are expected to remain outstanding and is based on the Company’s estimate, taking into consideration vesting term, contractual term and historical actual lives. Options granted have a maximum term of ten years . An increase in the expected life will increase the fair value of the option granted and the related compensation expense. Due to the lack of historical share option exercise data, the Company utilizes the simplified method for determining the expected term. Dividend rate. The Company has not made any dividend payments, nor does it have plans to pay dividends in the foreseeable future. Therefore, an expected dividend yield of zero is utilized. Forfeitures. Forfeitures are estimated at the time of grant and reduce compensation expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. 146 Table of Contents Note 8. Long-Term Debt The carrying value of debt presented within current portion of indebtedness and long-term indebtedness, net of debt discounts on the consolidated balance sheets as of December 31, 2025 and 2024 includes the following components: As of December 31, 2025 2024 (amounts in thousands) Term loan Initial Draw - January 18, 2023 $ 200,000 $ 200,000 Exit fee on term loan - January 18, 2023 2,000 2,000 Term loan Subsequent Draw - March 5, 2024 200,000 200,000 Exit fee on term loan - March 5, 2024 2,000 2,000 Less: Amortized debt discounts and financing costs (1) ( 25,550 ) ( 30,863 ) Net debt $ 378,450 $ 373,137 Compound bifurcated derivative liability $ — $ 6,058 (1) Includes debt discounts of $ 28.3 million associated with the initial carrying value of compound bifurcated derivative liability. Maturities of the Company’s debt are expected to be as follows as of December 31, 2025: Amount (amounts in thousands) Years Ending December 31, 2026 $ — 2027 — 2028 400,000 Term Loan On January 18, 2023, the Company entered into the New Term Loan Agreement with OrbiMed Royalty & Credit Opportunities III, LP, OrbiMed Royalty & Credit Opportunities IV, LP (collectively, “OrbiMed”), and Braidwell Transaction Holdings LLC (“Braidwell,” and collectively with OrbiMed, the “New Term Loan Lenders”). Pursuant to the New Term Loan Agreement, the Company issued senior, secured promissory notes by which the New Term Loan Lenders agree to lend the Company up to an aggregate principal amount of $ 400.0 million (the “2023 Term Loan”), $ 200.0 million of which was received by the Company upon issuance (the “Initial Draw”), and the remaining $ 200.0 million was received by the Company in March 2024 (the “Delayed Draw”). Net cash proceeds from the 2023 Term Loan were $ 200.0 million and $ 187.0 million after deducting customary debt discounts and debt issuance costs for the years ended December 31, 2024 and 2023, respectively. The net cash proceeds in 2023 from the 2023 Term Loan were used to repay in full the Original Term Loans (with an aggregate principal amount of $ 175.0 million), including a prepayment premium of $ 5.0 million and accrued and unpaid interest of $ 1.0 million. A loss on debt extinguishment of $ 10.9 million, reflecting the difference between the cash paid to settle the Original Term Loans and the net carrying amounts of the Original Term Loans, was recognized in other expense, net on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. As of December 31, 2023 and onwards, the Company has no continuing obligations associated with the Original Term Loans. Until the earlier of December 31, 2024 or the date on which the 2023 Term Loan amount was fully drawn, which occurred on March 5, 2024, the undrawn balance of the New Term Loan Commitment was subject to a fee of 0.5 % per annum. The outstanding principal amount of the 2023 Term Loan is due and payable on January 18, 2028. If an event of default occurs and is continuing, the New Term Loan Lenders may declare all amounts outstanding under the New Term Loan Agreement to be immediately due and payable. A final payment exit fee equal to 1.0 % of the amount funded under the New Term Loan Agreement is due upon prepayment or maturity. Amounts borrowed pursuant to the New Term Loan Agreement may be prepaid at any time. Upon prepayment, the Company is subject to a prepayment penalty based on the timing of repayment. 147 Table of Contents The 2023 Term Loan bears interest at a rate per annum equal to a fixed margin of 6.5 % plus the greater of (a) forward-looking three-month secured overnight financing rate (“SOFR”) and (b) 2.5 %. In the event of default, the fixed margin shall increase by 3.0 % per annum. As of December 31, 2025, the interest rate was 10.5 %. Regular quarterly payments are interest-only for the 60-month term of the New Term Loan Agreement, with the principal due at maturity. The effective interest rate for the Initial Draw of the 2023 Term Loan is 17.0 %, and the effective interest rate for the Delayed Draw of the 2023 Term Loan is 12.0 %. The Company’s obligations under the New Term Loan Agreement are secured by a first lien security interest in substantially all of the assets of the Company and its subsidiaries. The New Term Loan Agreement contains certain customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default applicable to the Company and its subsidiaries. Additional covenants include those restricting dispositions, fundamental changes to its business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt. As of December 31, 2025, the Company is in compliance with all covenants. On April 1, 2025, the Company entered into an amendment of the 2023 Term Loan agreement. The amendment allowed for various consents from the lenders of the 2023 Term Loan as it relates to the 2025 Convertible Note, issued as part of the Pre-IPO financing. As part of the amendment, the Company paid an amendment fee of 1 %, or $ 4.0 million. The Company evaluated the transaction and accounted for the amendment as a debt modification. The Company identified multiple embedded derivatives that require bifurcation from the 2023 Term Loan. They are separately accounted for in the consolidated financial statements as one compound derivative liability as of December 31, 2024 and 2023. The value of the derivative liability in connection with the 2023 Term Loan reduced to zero upon the IPO, as the contingent prepayment is no longer required. Those embedded features include various contingent prepayment and compensatory payment features as well as interest rate increases upon an event of default. Convertible Loan Conversion In connection with the Original Term Loan Agreement dated September 21, 2018, the Company issued $ 50.0 million of convertible notes to the Original Term Loan Lenders pursuant to a convertible loan agreement (the “Convertible Loan Agreement”) with interest accruing at a rate of 8.0 % per annum (the “2018 Convertible Loan”). The Original Term Loan Lenders had the option on each interest payment date to receive interest in cash or in kind in the form of additional term loan principal issued pursuant to the terms of the Convertible Loan Agreement. As of December 31, 2022, the effective interest rate on the 2018 Convertible Loan was 9.4 %. Following the amendment to the Convertible Loan Agreement in 2020, the Original Term Loan Lenders obtained the right to convert all or a portion of the principal amount of the 2018 Convertible Loan and any accrued but unpaid interest thereon (the “Convertible Amount”) into either Series C preferred stock or common stock at a conversion price of $ 1.61 or $ 6.44 per share (subject to certain anti-dilution adjustments), respectively. However, the maximum aggregate Convertible Amount that the Original Term Loan Lenders may convert without the Company’s consent is $ 50.0 million. On September 20, 2023, the Original Term Loan Lenders exercised the conversion right and converted the maximum $ 50.0 million Convertible Amount into 31,055,901 shares of Series C preferred stock. In connection with the conversion of the 2018 Convertible Loan, the Company also paid cash of $ 3.0 million to the Original Term Loan Lenders in settlement of accrued but unpaid interest on the Convertible Loan. Interest Expense The components of interest expense associated with the Company’s long-term indebtedness and the 2025 Convertible Note, excluding finance leases, are as follows: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Debt discount amortization $ 12,768 $ 7,052 $ 5,378 Interest expense 44,046 42,938 26,157 Interest expense on long-term indebtedness, excluding finance leases $ 56,814 $ 49,990 $ 31,535 148 Table of Contents 2018 and 2020 Warrant Liability On September 21, 2018, the Company entered into a secured term loan agreement (the “Original Term Loan Agreement”) with Sixth Street Specialty Lending, Inc. and Barnett Debt Holdings, LLC. As part of the Original Term Loan Agreement, the Company issued a warrant to purchase 13,694,623 shares of Series C preferred stock (the “2018 Warrants”). In connection with the amendment to the Original Term Loan Agreement in 2020, the Company issued an additional warrant to purchase 11,399,814 shares of Series C preferred stock (the “2020 Warrants”) and amended the 2018 Warrants. Furthermore, these amendments also permitted the exercise of both the 2018 Warrants and 2020 Warrants into Series C preferred stock or common stock at the option of the holder. The 2018 Warrants are exercisable into Series C preferred stock at a price of $ 1.61 and into common stock at a price of $ 6.44 . The 2020 Warrants are exercisable into Series C preferred stock at a price of $ 1.93 and into common stock at a price of $ 7.73 . As a result of the amendment to permit exercise of the warrants into redeemable preferred stock, the warrants are classified as a liability pursuant to the guidance in ASC 480. Therefore, the warrants were reported at fair value within warrant liabilities on the consolidated balance sheets, with changes in fair value reported within changes in fair value of financial instruments on the consolidated statements of operations and comprehensive loss. As discussed in Note 2 , the warrants were reclassified from liability to equity upon the IPO. The difference between the fair value of the warrants immediately prior to the reclassification and its prior fair value was recorded in the consolidated statement of operations and comprehensive loss as changes in fair value of financial instruments. The fair value immediately prior to the reclassification was $ 131.7 million, and is based on the total number of common stock issued upon exercise and conversion, multiplied by the public offering price of $ 21.00 per share. For the years ended December 31, 2025, 2024, and 2023, the Company recorded $( 40.1 ) million, $( 7.1 ) million, and $ 0.3 million in changes in fair value of financial instruments, respectively, associated with the fair value changes of the 2018 and 2020 warrants. 2025 Convertible Notes On April 1, 2025, the Company issued 2025 Convertible Notes to certain investors in aggregate principal amount of $ 30.0 million. The 2025 Convertible Notes were scheduled to mature on January 1, 2026, accrued interest at a rate of 8 % per annum, and, upon the closing of the IPO, converted at a conversion price equal to 70 % of the initial public offering price per share, or into 2,076,596 shares of the Company’s common stock (inclusive of accrued interest), based on the initial public offering price of $ 21.00 per share. This legal-form conversion upon an initial public offering effectively functions as a share-settled redemption provision for accounting purposes and is accounted for as a bifurcated derivative liability in accordance with ASC 815. The 2025 Convertibles Notes were classified as a liability pursuant to the guidance in ASC 470 as they represented legal-form debt with a stated maturity and an obligation for the issuer to repay both principal and interest. Upon the closing of the initial public offering, the 2025 Convertible Notes converted into common stock at a price equal to 70 % of the initial public offering price per share. A loss on extinguishment of approximately $ 19.9 million was recognized, representing the excess of the fair value of the common stock issued over the combined carrying amount of the 2025 Convertible Notes and the related bifurcated derivative liability. 2025 Warrant Liability On April 1, 2025, the Company also issued warrants to acquire shares of common stock to the holders of the 2025 Convertible Notes. These warrants were not initially exercisable for any shares of common stock, but such warrants became exercisable for a specified dollar value of shares on a monthly basis commencing on June 1, 2025 if the Company did not complete an initial public offering by such date. Additional warrants would have been issued each subsequent month that an initial public offering fails to occur based on a certain percentage. These warrants were classified as a liability pursuant to the guidance in ASC 480 as they represented a conditional obligation to issue a variable number of shares based on a fixed monetary amount known at inception. Therefore, these warrants were reported at fair value within warrant liabilities on the consolidated balance sheets, with changes in fair value reported within changes in fair value of financial instruments on the consolidated statements of operations and comprehensive loss. As discussed in Note 2 , the 2025 warrants were net exercised into 784,231 shares of the Company’s common stock in connection with the IPO. The difference between the fair value of the warrants immediately prior to the IPO and its initial fair value was recorded in the consolidated statement of operations and comprehensive loss as changes in fair value of financial instruments. The fair value immediately prior to the IPO was $ 16.5 million, and was based on the total number of common stock issued upon exercise and conversion, multiplied by the public offering price of $ 21.00 per share. The initial allocated proceeds of the warrants were $ 10.3 million, which represents the fair value of the warrants on April 1, 2025. 149 Table of Contents Note 9. Leases The Company enters into various building leases for office, lab and other uses. Additionally, certain of the Company’s arrangements to utilize data centers represent a lease. These leases are generally considered operating leases. The Company is obligated to make total fixed payments over the lease terms. Some of these arrangements include options to extend the leases. The Company determined that given the length of time between lease commencement and the renewal period, and the uncertainty of business and market conditions in the future, it is not reasonably certain that the renewal options will be exercised. The Company has also entered into various information technology equipment leases. Certain of these leases are classified as operating leases and others are classified as finance leases, based on the terms of each lease arrangement. Lease assets and liabilities are reflected in the Company's consolidated balance sheets as follows: As of December 31, Leases Consolidated balance sheet line item 2025 2024 (amounts in thousands) Assets Operating leases Other assets $ 39,848 $ 34,950 Finance leases Property and equipment, net 322 40 Total lease assets $ 40,170 $ 34,990 Liabilities Current Operating leases Accrued expenses and other current liabilities $ 6,359 $ 6,080 Finance leases Current portion of indebtedness 169 90 Total current lease liabilities $ 6,528 $ 6,170 Non-current Operating leases Other long-term liabilities $ 42,335 $ 38,651 Finance leases Long-term indebtedness, net of debt discounts 373 243 Total non-current lease liabilities 42,708 38,894 Total lease liabilities $ 49,236 $ 45,064 Total lease cost reflected in the consolidated statements of operations and other comprehensive loss were as follows: Years Ended December 31, Lease cost Consolidated statement of operations and comprehensive loss line item 2025 2024 2023 (amounts in thousands) Operating lease cost Cost of Services - Molecular profiling services $ 1,849 $ 1,607 $ 1,935 Operating lease cost Cost of Services - Pharma research and development services 21 40 13 Operating lease cost General and administrative expense 6,852 6,738 8,037 Operating lease cost Research and development expense 2,026 2,416 2,116 Finance lease cost: Amortization of ROU assets General and administrative expense 81 128 500 Interest on lease liabilities Interest expense 37 37 78 Total finance lease cost $ 118 $ 165 $ 578 150 Table of Contents The table below presents additional information related to the Company’s leases: As of December 31, 2025 2024 Weighted average remaining lease terms Operating leases 7.31 years 8.04 years Finance leases 3.12 years 3.28 years Weighted average discount rate Operating leases 11.3 % 11.3 % Finance leases 10.5 % 10.0 % Short-term lease costs and variable lease costs were immaterial for the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, the Company did not have any additional operating and finance leases that had not yet commenced, except for the below. The following table sets forth by year, maturities of operating and finance lease liabilities as of December 31, 2025: (amounts in thousands) Operating Leases Finance Leases Total Years Ended December 31, 2026 $ 11,333 $ 215 $ 11,548 2027 10,267 213 10,480 2028 9,203 132 9,335 2029 8,588 72 8,660 2030 8,791 — 8,791 Thereafter 24,213 — 24,213 Total lease payments 72,395 632 73,027 Less imputed interest ( 23,701 ) ( 90 ) ( 23,791 ) Present value of lease liabilities $ 48,694 $ 542 $ 49,236 Total lease payments exclude $ 17.6 million of legally binding minimum lease payments for leases signed but not yet commenced. Note 10. Commitments and Contingencies Purchase Obligations The Company enters into various supply agreements that contains purchase commitments. Most of the commitments are based on a binding forecast for an agreed-upon period, which is 12 months or less. Future minimum purchase commitments under such agreements amount to $ 7.6 million, of which all are due in 2026. The total amount of supplies purchased for the years ended December 31, 2025 and 2024 under such agreements was $ 30.0 million and $ 32.3 million, respectively. Additionally, the Company has non-cancellable purchase commitments with its cloud computing services provider and for software subscriptions to support operations in the ordinary course of business. For the years ended December 31, 2025 and 2024, the Company purchased cloud computing services and software subscriptions of $ 21.3 151 Table of Contents million and $ 9.9 million, respectively, related to non-cancelable agreements. As of December 31, 2025, future non-cancellable commitments with remaining terms in excess of one year under these agreements were as follows: Amount (amounts in thousands) Years Ended December 31, 2026 $ 16,121 2027 17,047 2028 517 Total purchase commitments $ 33,685 Litigation During the ordinary course of business, the Company has become and may in the future become subject to pending and threatened legal and regulatory actions and proceedings. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings are likely to have a material adverse effect on its financial position as of December 31, 2025 and 2024, nor its results of operations or cash flows for the years ended December 31, 2025, 2024, and 2023. Note 11. Related Parties The Company's officers and directors have ownership interests in certain vendors providing services to the Company. During the years ended December 31, 2025, 2024, and 2023, the Company made payments to these entities for services and expenses for $ 2.6 million, $ 1.8 million, and $ 2.1 million, respectively. Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company recorded general and administrative expenses from related parties of $ 2.5 million, $ 1.9 million, and $ 2.1 million, respectively. Note 12. Net Loss Per Share Attributable to Common Shareholders The following table sets forth the computation of the basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, (amounts in thousands, except share and per share data) 2025 2024 2023 Net loss $ ( 68,088 ) $ ( 281,890 ) $ ( 341,415 ) Deemed dividend from Series D redeemable convertible preferred stock ( 384,436 ) — — Adjustments of redeemable convertible preferred stock to redemption value ( 85,433 ) ( 96,367 ) ( 121,112 ) Net loss attributable to common shareholders $ ( 537,957 ) $ ( 378,257 ) $ ( 462,527 ) Net loss per share attributable to common shareholders, basic and diluted $ ( 3.22 ) $ ( 10.66 ) $ ( 13.24 ) Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted 167,205,616 35,496,832 34,942,691 152 Table of Contents The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common shareholders for the periods presented as they had an anti-dilutive effect: Years Ended December 31, 2025 2024 2023 Series A preferred stock — 121,448,823 121,448,823 Series B preferred stock — 7,407,408 7,407,408 Series C preferred stock — 29,050,209 29,050,209 Series D preferred stock — 25,629,071 25,629,071 Outstanding warrants — 6,273,609 6,273,609 Unvested RSUs 4,494,342 762,500 — Outstanding stock options 21,885,508 21,770,201 21,762,226 Shares committed under ESPP 146,450 — — Unvested shares subject to repurchase 23,446 662,000 968,000 Total 26,549,746 213,003,821 212,539,346 Note 13. Segment and Geographic Information The Company operates as a single operating segment . An operating segment is defined as a component of an entity for which discrete financial information is available and regularly reviewed by the entity's chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, its Chairman and Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance. Net loss as reported on the consolidated statements of operations and comprehensive loss is used by the CODM to assess segment performance against management budgets and prior period operating results for the purpose of making results-driven decisions about organizational resource allocation. Segment revenues are derived from molecular profiling, strategic data, and research services that are delivered to the Company’s biopharmaceutical and clinical customers, who are predominantly located in the United States. The Company provides these services primarily by leveraging the Company’s proprietary technologies and clinico-genomic database, which are core to the Company’s operations and are deployed similarly across the service offerings. 153 Table of Contents The table below is a summary of the segment profit or loss, including significant segment expenses: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Revenue: Molecular profiling services $ 766,719 $ 349,115 $ 278,748 Pharma research and development services 45,314 63,145 27,380 Revenue 812,033 412,260 306,128 Less: Cost of services - Molecular profiling services 262,353 223,075 207,509 Cost of services - Pharma research and development services 10,512 10,403 9,309 Selling and marketing expense 167,506 152,602 142,925 General and administrative expense 224,965 169,386 149,053 Research and development expense 101,584 113,916 116,883 Total costs and operating expenses 766,920 669,382 625,679 Income (Loss) from operations 45,113 ( 257,122 ) ( 319,551 ) Interest income 16,497 7,122 11,258 Interest expense ( 56,853 ) ( 50,025 ) ( 31,610 ) Changes in fair value of financial instruments ( 52,285 ) 18,484 11,094 Other expense, net ( 20,560 ) ( 349 ) ( 12,606 ) Segment and consolidated net loss $ ( 68,088 ) $ ( 281,890 ) $ ( 341,415 ) The following table sets forth the Company’s revenue by geographic areas based on the customer’s location: Years Ended December 31, 2025 2024 2023 (amounts in thousands) United States $ 801,393 $ 401,836 $ 293,408 International 10,640 10,424 12,720 Total revenue $ 812,033 $ 412,260 $ 306,128 No single country outside of the United States accounted for more than 10.0% of total revenue during each of the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025 and 2024, approximately 99.0 % of the Company’s total assets are located in the United States. Note 14. Employee Benefit Plan The Company sponsors a 401(k) plan, and pursuant to its terms, eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100.0 % of eligible compensation on a pre-tax basis. For the years ended December 31, 2025, 2024, and 2023, the Company contributed $ 8.4 million, $ 8.0 million, and $ 6.8 million, respectively, to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan. Note 15. Subsequent Events There were no significant subsequent events identified through the date that the consolidated financial statements were issued, that could impact the financial statements. 154 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.