What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-28 · 389 added, 478 removed, 850 unchanged (50% of the section changed)

14 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

29 unchanged sentences

and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

COSO Framework

The Company did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to (i) sufficiency of competent personnel to perform internal control activities and support the achievement of our internal control objectives;

(ii) monitoring and risk assessment are performed to monitor and identify risks related to complex and/or non-routine transactions;

and (iii) performing control activities in accordance with established policies in a timely manner.

Specifically, the Company determined that insufficient risk assessment was performed to identify risks related to complex and/or non-routine transactions and financial reporting personnel failed to perform control activities and to provide necessary oversight and monitoring of the accounting and reporting of complex and/or non-routine transactions.

This control deficiency creates a reasonable possibility that a material misstatement of the Company’s consolidated financial statements would not be prevented or detected on a timely basis and constitutes a material weakness in the Company’s internal control over financial reporting.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024 of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

12 unchanged sentences

Property and equipment, net 32,971 33,552

Operating leases right-of-use assets 24,340 29,891

Operating lease right-of-use assets

22,760 24,340

Marketable securities, non-current

Intangible assets, net 31,960 38,184

11 unchanged sentences

Contingent consideration

Operating lease liability, less current portion 22,263 28,278

Operating lease liabilities, less current portion

19,679 22,263

Other liabilities 257 645

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Product revenue 48,377 40,783 33,517

Patient and digital solutions 43,621 37,122 28,794

Patient and digital solutions revenue

56,933 43,621 37,122

Total revenue 379,805 333,785 280,324

6 unchanged sentences

General and administrative 107,565 125,139 118,838

Restructuring costs

1,783 2,320 —

Litigation expense

Litigation settlement expense

5,710 ( 96,300 ) 96,300

Total operating expenses 410,586 293,020 483,687

Income (loss) from operations

(Loss) income from operations

( 30,781 ) 40,765 ( 203,363 )

Other income (expense):

Other income:

Interest income, net 9,174 11,765 11,867

Change in estimated fair value of common stock warrant liability

Other income (expense), net

Other income, net

524 329 1,353

1 unchanged sentence

9,698 12,094 13,220

Income (loss) before income taxes

(Loss) income before income taxes

( 21,083 ) 52,859 ( 190,143 )

Income tax expense ( 271 ) ( 310 ) ( 141 )

( 310 ) ( 141 ) ( 379 )

Net income (loss)

Net (loss) income

$ ( 21,354 ) $ 52,549 $ ( 190,284 )

Net income (loss) per share (Note 3):

Net (loss) income per share (Note 3):

Basic $ ( 0.40 ) $ 1.00 $ ( 3.54 )

Diluted $ ( 0.40 ) $ 0.93 $ ( 3.54 )

Weighted-average shares used to compute net income (loss) per share:

Weighted-average shares used to compute net (loss) income per share:

Basic 53,287,546 52,773,247 53,764,705

5 unchanged sentences

2025 2024 2023

Net income (loss)

Net (loss) income

$ ( 21,354 ) $ 52,549 $ ( 190,284 )

Other comprehensive loss:

Foreign currency translation adjustments, net of tax ( 1,606 ) 540 ( 2,833 )

Net comprehensive income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment, net of tax

3,054 ( 1,606 ) 540

Comprehensive (loss) income

$ ( 18,300 ) $ 50,943 $ ( 189,744 )

The accompanying notes are an integral part of these consolidated financial statements.

9 unchanged sentences

Issuance of common stock for cash upon exercise of stock options 27,903 — 120 — — 120

Issuance of common stock upon exercise of warrants 3,132 — 26 — — 26

Employee stock-based compensation expense — — 48,907 — — 48,907

7 unchanged sentences

Issuance of common stock for cash upon exercise of stock options 527,009 — 8,936 — — 8,936

Issuance of common stock for cash upon exercise of warrants 3,132 — 26 — — 26

Employee stock-based compensation expense — — 66,267 — — 66,267

Foreign currency translation adjustment — — — ( 1,606 ) — ( 1,606 )

Net loss — — — — ( 190,284 ) ( 190,284 )

Net income — — — — 52,549 52,549

Balance at December 31, 2024 54,771,203 51 1,013,193 ( 8,569 ) ( 626,242 ) 378,433

6 unchanged sentences

Foreign currency translation adjustment — — — 3,054 — 3,054

Net income — — — — 52,549 52,549

Net loss — — — — ( 21,354 ) ( 21,354 )

Balance at December 31, 2025 50,916,644 $ 50 $ 1,043,925 $ ( 5,515 ) $ ( 735,359 ) $ 303,101

5 unchanged sentences

Operating activities:

Net income (loss)

Net (loss) income

$ ( 21,354 ) $ 52,549 $ ( 190,284 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Stock-based compensation 34,864 66,406 49,086

Asset impairments and write-downs — — 1,000

Impairment of intangible asset and associated construction in progress

Depreciation and amortization 15,018 14,194 14,386

Amortization of right-of-use assets 5,398 5,563 5,438

Unrealized loss on long-term marketable equity securities — — 1,181

Realized gain on sale of long-term marketable equity securities, net

3 unchanged sentences

Revaluation of contingent consideration to estimated fair value 703 931 2,677

Amortization of premium and accretion of discount on short-term marketable securities, net

Amortization of premium and accretion of discount on marketable securities, net

1,273 621 ( 4,927 )

8 unchanged sentences

Operating lease liabilities, net ( 5,997 ) ( 5,863 ) ( 5,418 )

Change in deferred taxes ( 187 ) 566 ( 215 )

Deferred taxes

17 ( 187 ) 566

Net cash provided by (used in) operating activities

1 unchanged sentence

Investing activities:

Maturities of short-term marketable securities 166,921 256,038 111,587

Purchases of short-term marketable securities ( 160,286 ) ( 201,165 ) ( 315,145 )

Maturities of marketable securities

154,671 166,921 256,038

Purchases of marketable securities

( 145,925 ) ( 160,286 ) ( 201,165 )

Purchase of corporate equity securities — ( 634 ) ( 965 )

3 unchanged sentences

Acquisition of business, net of cash acquired — — ( 6,682 )

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

2,158 ( 483 ) 40,446

9 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 90 ) 532 ( 112 )

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

( 49,294 ) 32,491 ( 7,660 )

2 unchanged sentences

Supplemental disclosures of cash information

Cash paid for interest $ — $ — $ 8

Cash paid for income taxes $ 284 $ 317 $ 738

Supplemental disclosures of cash flow information

Supplemental disclosures of non-cash operating, investing and financing information

Shares issued in lieu of payment $ 88 $ 174 $ 216

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ORGANIZATION AND DESCRIPTION OF BUSINESS

(“CareDx” or the “Company”), together with its subsidiaries, is a leading precision medicine company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients and caregivers.

The Company offers testing services, products, and patient and digital solutions along the pre- and post-transplant patient journey.

The Company’s headquarters are in Brisbane, California.

The primary operations are in Brisbane, California;

Omaha, Nebraska;

("CareDx" or the "Company"), together with its subsidiaries, is a precision medicine company dedicated to improving outcomes for transplant patients and advancing organ health.

The Company delivers solutions designed to empower clinicians and improve patient outcomes.The Company's integrated solutions include non-invasive molecular testing for heart, kidney, and lung transplants;

laboratory products;

digital health technologies;

and patient solutions that support care before and after transplant.

CareDx is the leading provider of genomics-based information for transplant patients.

The Company’s headquarters are in Brisbane, California and it has other primary operations in Omaha, Nebraska;

and Stockholm, Sweden.

The Company’s commercially available testing services consist of AlloSure® Kidney, a donor-derived cell-free DNA (“dd-cfDNA”) solution for kidney transplant patients, AlloMap® Heart, a gene expression solution for heart transplant patients, AlloSure® Heart, a dd-cfDNA solution for heart transplant patients, and AlloSure® Lung, a dd-cfDNA solution for lung transplant patients.

The Company’s commercially available post-transplant testing services consist of AlloSure® Kidney, a donor-derived cell-free DNA, or dd-cfDNA, solution for kidney transplant patients, AlloMap® Heart, a gene expression profiling solution for heart transplant patients, AlloSure® Heart, a dd-cfDNA solution for heart transplant patients, HeartCare, the combined use of AlloMap Heart and AlloSure Heart, and AlloSure® Lung, a dd-cfDNA solution for lung transplant patients.

The Company has initiated several clinical studies to generate data on its existing and planned future testing services.

The Company has signed multiple biopharma research partnerships for AlloCell, a surveillance solution that monitors the level of engraftment and persistence of allogeneic cells for patients who have received cell therapy.

The Company also offers high-quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs.

The Company also provides digital solutions to transplant centers and various offerings.

The Company also offers high-quality products in the pre-transplant space that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs.

The Company also provides digital technologies solutions and various offerings that help transplant centers with patient management, outcomes quality and operational support.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S.

GAAP, and include the accounts of the Company and its subsidiaries.

Intercompany transactions have been eliminated.

Certain reclassifications have been made to prior period amounts to conform to current period presentations.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and accompanying notes.

GAAP requires management to make estimates and assumptions that affect the reported amounts in the Company's consolidated financial statements and accompanying notes.

On an ongoing basis, management evaluates its estimates, including those related to transaction price estimates used for testing services revenue;

standalone fair value of patient and digital solutions revenue performance obligations;

accrued expenses for clinical studies;

inventory valuation;

the fair value of assets and liabilities acquired in a business combination or an asset acquisition (including identifiable intangible assets acquired);

the fair value of contingent consideration recorded in connection with a business combination or an asset acquisition;

the grant date fair value assumptions used to estimate stock-based compensation expense;

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The Company is exposed to credit risk in the event of default by the financial institutions to the extent of amounts recorded on the balance sheets that may be in excess of insured limits.

The Company is also subject to credit risk from its accounts receivable, which are derived from revenue earned from AlloSure Kidney, AlloSure Heart, AlloMap Heart, HeartCare and AlloSure Lung tests provided for patients located in the U.S.

and Canada, and billed to various third-party payers, from sales of products to distributors, strategic partners and transplant laboratories in Europe, Asia, the Middle East, Africa, the U.S., Latin America and other geographic regions, and from sales of patient and digital solutions software.

The Company is also subject to credit risk from its accounts receivable, which are primarily derived from revenue earned from AlloSure Kidney, AlloSure Heart, AlloMap Heart, HeartCare and AlloSure Lung tests provided for patients located in the U.S.

The Company has not experienced any significant credit losses and does not require collateral on receivables.

11 unchanged sentences

The Company considers all highly liquid investments in securities with a maturity of greater than three months at the time of purchase to be marketable securities.

As of December 31, 2024, the Company’s short-term marketable securities consisted of corporate debt securities with maturities of greater than three months but less than 12 months at the time of purchase, which were classified as current assets on the consolidated balance sheet .

The Company classifies its short-term marketable securities as held-to-maturity at the time of purchase and reevaluates such designation at each balance sheet date.

As of December 31, 2025, the Company’s marketable securities consisted of corporate debt securities and U.S government securities.

Those with maturities of greater than three months but less than 12 months from the balance sheet date were classified as current assets, while investments with maturities of one year or beyond one year from the balance sheet date are classified as non-current assets on the consolidated balance sheet.

The Company classifies its marketable securities as held-to-maturity at the time of purchase and reevaluates such designation at each balance sheet date.

The Company has the positive intent and ability to hold these marketable securities to maturity.

Short-term marketable securities are carried at amortized cost and are adjusted for amortization of premiums and accretion of discounts to maturity, which is included i n interest income, net, on the condensed consolidated statements of operations.

Realized gains and losses and declines in value judged to be other-than-temporary, if any, on short-term marketable securities are included in interest income, net.

Marketable securities are carried at amortized cost and are adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income, net, on the consolidated statements of operations.

Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in interest income, net.

The cost of securities sold is determined using specific identification.

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The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.

In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Accounting Standard Codification (“ASC”), Topic 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments that the Company expects to make as of the acquisition date.

In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Accounting Standard Codification, or ASC, Topic 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments that the Company expects to make as of the acquisition date.

The Company remeasures this liability each reporting period and records changes in the fair value as a component of operating expenses.

2 unchanged sentences

Acquired Intangible Assets

Amortizable intangible assets include customer relationships, developed technology, commercialization rights, trademarks and in-process technology assets acquired as part of a business combination or asset acquisition.

Amortizable intangible assets include customer relationships, developed technology, commercialization rights, trademarks and tradenames and in-process technology assets acquired as part of a business combination or asset acquisition.

Intangible assets subject to amortization are amortized over their estimated useful lives.

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If the carrying amount of the reporting unit exceeds the fair value, the Company records an impairment loss based on the difference.

The Company elects to bypass the qualitative assessment in a period and proceeds to perform the quantitative goodwill impairment test.

When necessary, to determine the reporting unit’s fair value under the quantitative approach, the Company uses a combination of income and market approaches, such as estimated discounted future cash flows of that reporting unit, multiples of earnings or revenues, and analysis of recent sales or offerings of comparable entities.

1 unchanged sentence

Indefinite-lived intangible assets

The Company evaluates the carrying value of indefinite-lived intangible assets, related to acquired in-process technology assets and a favorable license agreement, which are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts.

Accordingly, amortization of the acquired in-process technology assets and the favorable license agreement will not occur until the products reach commercialization.

During the period the assets are considered indefinite-lived, they are tested for impairment on an annual basis, as well as between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate that the fair value of the acquired in-process technology assets and the favorable license agreement are less than their carrying amounts.

The Company evaluates the carrying value of indefinite-lived intangible assets, related to acquired in-process technology assets and a favorable license agreement.

During the period the assets are considered indefinite-lived, they are tested for impairment on an annual basis, as well as between annual tests if the Company becomes aware of any events or changes in circumstances that would indicate that the fair value of the acquired in-process technology assets and the favorable license agreement are less than their carrying amounts.

An impairment loss would be recorded when the fair value of an acquired in-process technology asset and the favorable license agreement are less than the carrying value.

5 unchanged sentences

Intangible assets subject to amortization are carried at cost less accumulated amortization.

Amortization expenses are recorded to cost of testing services, cost of product, cost of patient and digital solutions, and sales and marketing expenses in the consolidated statements of operations.

Amortization expenses are recorded to cost of testing services, cost of product, cost of patient and digital solutions, research and development expenses and sales and marketing expenses in the consolidated statements of operations.

Fair Value of Financial Instruments

8 unchanged sentences

The Company determines if an arrangement is or contains a lease at contract inception.

For leases with an initial term of 12 months or less, a right-of-use (“ROU”) asset, representing the underlying asset during the lease term, and a lease liability, representing the payment obligation arising from the lease, are recognized on the consolidated balance sheet at lease commencement based on the present value of the payment obligation.

For leases with an initial term of 12 months or more, a right-of-use, or ROU, asset, representing the underlying asset during the lease term, and a lease liability, representing the payment obligation arising from the lease, are recognized on the consolidated balance sheet at lease commencement based on the present value of the payment obligation.

For operating leases, expense is recognized on a straight-line basis over the lease term.

25 unchanged sentences

Changes in transaction price estimates are updated quarterly based on actual cash collected or changes made to contracted rates, the Company's discussions with payers, and other pertinent information.

In addition, consistent with ASC 606-10-25-1, the Company continues to assess whether it is probable that it will collect substantially all of the consideration to which it will be entitled when determining if a contract with a customer exists.

For the year ended December 31, 2024, the Company recognized $ 17.4 million in revenue for the tests performed in prior periods, as all performance obligations were satisfied at the time the contract was established.

consistent with ASC 606-10-25-1, the Company continues to assess whether it is probable that it will collect substantially all of the consideration to which it will be entitled when determining if a contract with a customer exists.

For the years ended December 31, 2025 and 2024, the Company recognized $ 9.6 million and $ 17.4 million respectively, in revenue for the tests performed in prior periods, as all performance obligations were satisfied at the time the contract was established.

Refunds Reserve

With respect to revenue recognized related to testing services whereby consideration is expected to be received from third-party payers, the Company recognized a constraint to the estimated variable consideration such that it is not probable that a significant revenue reversal will occur.

When assessing the total consideration expected to be received from third-party payers, a certain percentage of revenues is further constrained for estimated refunds.

Certain refunds were recognized in accrued liabilities until they are either paid to the respective third-party payers or it is determined the refund will not ultimately be paid, at which time the related accrual is reduced with a corresponding increase to testing services revenue.

During the year ended December 31, 2025, the refunds reserve to third-party payers were recognized and testing services revenue decreased by $ 3.5 million for amounts the Company estimated that would be refunded to third-party payers.

Product Revenue

3 unchanged sentences

The products are delivered and control is transferred to the customer upon either shipping or delivery, as per the terms of the agreement.

There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order.

There are no further performance obligations related to a contract and revenue is recognized at the point of shipment or delivery consistent with the terms of the contract or purchase order.

Patient and Digital Solutions Revenue

Patient and digital solutions revenue is primarily derived from a combination of software as a service (“SaaS”) and perpetual software license agreements entered into with various transplant centers, which are the Company’s customers for this class of revenue.

The main performance obligations in connection with the Company’s SaaS and perpetual software license agreements are the following:

(i) implementation services and delivery of the perpetual software license, which are considered a single performance obligation, and (ii) post contract support.

The Company allocates the transaction price to each performance obligation based on relative stand-alone selling prices of each distinct performance obligation.

Digital revenue in connection with perpetual software license agreements is recognized at the point in time when control of the license is transferred and made available for the customer's use and benefit.

Perpetual software license agreements typically require advance payments from customers upon the achievement of certain milestones.

Patient and digital solutions revenue is primarily derived from software as a service, or SaaS, agreements entered into with various transplant centers, which are the Company’s customers for this class of revenue.

Digital revenue in connection with software license agreements is recognized at the point in time when control of the license is transferred and made available for the customer's use and benefit.

The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer in accordance with ASC 606.

Software license agreements typically require advance payments from customers upon the achievement of certain milestones.

The Company records deferred revenue in relation to these agreements when cash payments are received for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met, and generally recognizes revenue over the contractual term, as performance obligations are fulfilled.

In addition, the Company derives patient and digital solutions revenue from software subscriptions and medication sales.

The Company generally bills software subscription fees in advance.

Revenue from software subscriptions is deferred and recognized ratably over the subscription term.

In addition, the Company derives patient revenue from medication sales.

The medication sales revenue is recognized based on the negotiated contract price with the governmental, commercial and non-commercial payers with any applicable patient co-pay.

The Company recognizes revenue from medication sales when prescriptions are delivered.

Based on the individual agreement, the Company recognizes revenue from medication sales when prescriptions are shipped or delivered.

Cost of Testing Services

Cost of testing services reflects the aggregate costs incurred in delivering the Company’s testing services.

The components of cost of testing services are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples, and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties.

The components of cost of testing services primarily consist of materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples, and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties.

Royalties for licensed technology, calculated as a percentage of testing services revenues, are recorded as license fees in cost of testing services at the time the testing services revenues are recognized.

1 unchanged sentence

Cost of product reflects the aggregate costs incurred in delivering the Company’s products to customers.

The components of cost of product are materials costs, manufacturing and kit assembly costs, direct labor costs, equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation and utilities.

The components of cost of product primarily consist of materials costs, manufacturing and kit assembly costs, direct labor costs, equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation and utilities.

Cost of product also includes amortization of acquired developed technology and adjustments to inventory values, including write-downs of excess or obsolete inventory.

Cost of Patient and Digital Solutions

Cost of patient and digital solutions primarily consists of personnel-related costs associated with developing, installing and maintaining software, depreciation of servers and equipment, amortization of acquired intangible assets, support of the functionality of the software's platforms, including stock-based compensation expenses, cost of prescription drugs and allocated costs of facilities and information technology.

Cost of patient and digital solutions primarily consists of personnel-related costs associated with developing, installing and maintaining software, depreciation of servers and equipment, amortization of acquired intangible assets, support of the functionality of the software's platforms, including stock-based compensation expenses, cost of medications and allocated costs of facilities and information technology.

Research and Development Expenses

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Research and development costs are expensed as incurred.

The Company records accruals for estimated study costs comprised of work performed by contract research organizations based on measure of progress.

The Company records accruals for estimated clinical study costs comprised of work performed by contract research organizations based on measure of progress.

Stock-based Compensation

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The fair value of each restricted stock unit is calculated based upon the closing price of the Company’s common stock on the date of the grant.

The Company uses the straight-line attribution method for recognizing compensation expense.

The Company's stock-based compensation arrangements vest over a three to four year vesting schedule.

The Company expenses its stock-based compensation under the ratable method, which treats each vesting tranche as if it were an individual grant.

Compensation expense is recognized on awards ultimately expected to vest and reduced for forfeitures that are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

9 unchanged sentences

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona, Australian dollar and the Euro.

The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona and Australian dollar.

The revenue and expenses of such subsidiaries have been translated into U.S.

dollars at average exchange rates prevailing during the period.

Assets and liabilities have been translated at the rates of exchange on the

balance sheet date.

The resulting cumulative translation adjustments are reported in other comprehensive loss.

Foreign currency translation gains and losses on revenue and expenses are recognized in the consolidated statements of operations.

Assets and liabilities have been translated at the rates of exchange on the balance sheet date.

The resulting cumulative translation adjustments are reported in other comprehensive income (loss).

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other losses affecting stockholders’ equity that, under U.S.

Comprehensive income (loss) consists of net income (loss) and other income and losses affecting stockholders’ equity that, under U.S.

GAAP, are excluded from net income or loss.

For the Company, such items consist of foreign currency losses on the translation of foreign assets and liabilities.

For the Company, such items consist of foreign currency income and losses on the translation of foreign assets and liabilities.

Recent Accounting Pronouncements

In December 2024, the Company adopted the new segment reporting standard issued by the Financial Accounting Standards Board (“FASB”) under Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires enhanced disclosure of significant segment expenses.

All current annual disclosures about a reportable segment’s profit or loss and assets will also be required in interim periods.

The new guidance also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This ASU is effective for the Company’s annual disclosures in fiscal year 2024 and interim-period disclosures in fiscal year 2025.

See Note 15, Segment Reporting .

Effective in Future Periods

In December 2023, the FASB issued ASU No.

Adopted in the current period

In December 2023, the FASB issued Accounting Standards Update, or ASU, No.

2023-09, Income Taxes (Topic 340):

Improvements to Income Tax Disclosures , which requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories.

Additional information will also be required for reconciling items that meet a quantitative threshold.

Additional information is required for reconciling items that meet a quantitative threshold.

The new guidance also requires enhanced disclosures of income taxes paid, including the amount of income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions that exceed a quantitative threshold.

The amendments should be applied on a prospective basis, but retrospective application is permitted.

The amendments set forth in this ASU are effective for annual periods beginning after December 15, 2024 for public entities.

This guidance will be effective for the Company’s annual disclosures in fiscal year 2025.

The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

The Company adopted this ASU on a prospective basis effective January 1, 2025.

Refer to Note 12, Income Taxes.

Effective in Future Periods

In December 2025, the Financial Accounting Standards Board, or FASB, issued ASU 2025-11, Narrow-Scope Improvements (Topic 270):

Interim Reporting .

This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.

The amendments do not change the underlying principles of interim reporting.

The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company expects to adopt the guidance in its Form 10-Q for the interim period ending March 31, 2028.

The Company is currently evaluating the provisions of this ASU and does not expect to have a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements , or ASU 2025-12.

ASU 2025-12 addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

Amendments to all other ASC topics may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the provisions of this ASU and does not expect to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

This standard requires entities to disaggregate certain costs and expenses into specific categories and by relevant expense caption in the statement of operations.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This guidance will be effective for the Company's annual disclosures in fiscal year 2027 and for interim period disclosures beginning in fiscal year 2028.

The Company is currently evaluating the impact of adopting of the new standard on its consolidated financial statements and related disclosures.

NET INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per share have been computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period.

For the year ended December 31, 2024, common share equivalents have been included in the calculation of diluted net income per share.

For the years ended December 31, 2023 and 2022, all common share equivalents have been excluded from the calculation of diluted net loss per share, as their effect would be antidilutive.

The following tables set forth the computation of the Company’s basic and diluted net income (loss) per share (in thousands, except shares and per share data):

This guidance will be effective for the Company's annual disclosures for the fiscal year ending December 31, 2027 and for interim period disclosures beginning in the fiscal year ending December 31, 2028.

The Company is currently evaluating the potential impact of the new standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This standard modernizes the accounting guidance for internal-use software costs to better reflect current development practices, including agile and iterative methodologies.

This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

The Company is currently evaluating the provisions of this ASU and does not expect to have a material impact on its consolidated financial statements.

NET (LOSS) INCOME PER SHARE

Basic and diluted net (loss) income per share have been computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period.

For the years ended December 31, 2025, and 2023 common share equivalents have been excluded from the calculation of diluted net loss per share, as their effect would be antidilutive.

For the year ended December 31, 2024, all common share equivalents have been included in the calculation of diluted net income per share.

The following tables set forth the computation of the Company’s basic and diluted net (loss) income per share (in thousands, except shares and per share data):

Year Ended December 31,

2025 2024 2023

Net income (loss) used to compute basic net income (loss) per share

$ 52,549 $ ( 190,284 ) $ ( 76,613 )

Net income (loss) used to compute diluted net income (loss) per share

Net (loss) income used to compute basic and diluted net (loss) income per share

$ ( 21,354 ) $ 52,549 $ ( 190,284 )

Weighted-average shares used to compute basic net income (loss) per share

Weighted-average shares used to compute basic net (loss) income per share

53,287,546 52,773,247 53,764,705

Weighted-average shares used to compute diluted net income (loss) per share

Weighted-average shares used to compute diluted net (loss) income per share

53,287,546 56,620,590 53,764,705

Net income (loss) per share:

Net (loss) income per share:

Basic $ ( 0.40 ) $ 1.00 $ ( 3.54 )

Diluted $ ( 0.40 ) $ 0.93 $ ( 3.54 )

The following potentially dilutive securities have been excluded from diluted net income (loss) per share because their effect would be antidilutive:

The following potentially dilutive securities have been excluded from diluted net (loss) income per share because their effect would be antidilutive:

Year Ended December 31,

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2,478,871 2,496,063 3,055,208

Shares of common stock subject to outstanding common stock warrants

Restricted stock units 3,930,939 543,479 5,001,370

Employee stock purchase plan

61,866 66,747 73,759

Total common stock equivalents 6,471,676 3,106,289 8,130,337

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The following table presents the exercise, changes in estimated fair value, additions, deduction and payments of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):

Common Stock Warrant Liability and Contingent Consideration

Contingent Consideration

Balance at December 31, 2023

Exercise of warrants

Change in estimated fair value of common stock warrant liability ( 10 )

Change in estimated fair value of contingent consideration on business combination

Change in estimated fair value of contingent consideration on asset acquisition

Additions to contingent consideration 2,269

Change in estimated fair value of contingent consideration from business combination

Change in estimated fair value of contingent consideration from asset acquisition

Deduction from contingent consideration

Payment related to contingent consideration ( 5,325 )

Balance at December 31, 2024

Change in estimated fair value of contingent consideration on business combination

Change in estimated fair value of contingent consideration on asset acquisition

Deduction from contingent consideration

Change in estimated fair value of contingent consideration from business combination

Change in estimated fair value of contingent consideration from asset acquisition

Payment related to contingent consideration ( 1,500 )

Balance at December 31, 2025

During March 2023, the Company wrote off $ 1.0 million of its investment in convertible preferred shares of Cibiltech SAS (“Cibiltech”), which was carried at cost.

Cibiltech’s operations have been liquidated.

The fair value of this investment was based on Level 3 inputs.

In July 2023, the Company entered into a Securities Holders’ Agreement (the “Agreement”) with a private entity based in France.

The private entity was established to continue Cibiltech's activity, which consists of designing, developing, publishing, promoting, distributing, and marketing of software related to predictive solutions, monitoring and/or remote monitoring in the field of human organ allotransplantation, allografting, and chronic organ diseases.

The private entity retained all assets of Cibiltech, including its licenses.

Pursuant to the Agreement, the Company agreed to invest a certain amount in the private entity, in order to continue the commercialization of the iBox technology.

In December 2024, the Company made an additional investment.

As of December 31, 2024, the Company has invested a total of $ 1.4 million.

The Company's investment is in the form of ordinary and Class B shares carried at cost.

In December 2023, Miromatrix was acquired by United Therapeutics Corporation ("United Therapeutics").

The Company tendered and sold all of its shares of Miromatrix to United Therapeutics in the transaction for $ 2.5 million.

The Company recognized a $ 1.5 million gain from the disposal of Miromatrix and recorded it as other income (expense), net, on the consolidated statements of operations for the year ended December 31, 2023.

The Company received contingent value rights from United Therapeutics which will expire on December 31, 2025.

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework.

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• Money market funds – Investments in money market funds are classified within Level 1.

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.

Money market funds are valued at the closing price using the fund's net asset value reported by the fund sponsor, utilizing actively traded exchange information.

At December 31, 2025 and 2024, money market funds were included as cash and cash equivalents in the consolidated balance sheets.

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The Company recorded the estimate of the fair value of the contingent consideration based on its evaluation of the probability of the achievement of the contractual conditions that would result in the payment of the contingent consideration.

Contingent consideration was estimated using the fair value of the milestones to be paid if the contingency is met based on management’s estimate of the probability of success and projected revenues for revenue-based considerations at discounted rates ranging from 7 % to 12 % at December 31, 2024 and 6 % to 12 % at December 31, 2023.

Contingent consideration was estimated using the fair value of the milestones to be paid if the contingency is met based on management’s estimate of the probability of success and projected revenues for revenue-based considerations at discounted rates of 7 % at December 31, 2025 and 7 % to 12 % at December 31, 2024.

The significant input in the Level 3 measurement that is not supported by market activity is the Company’s probability assessment of the achievement of the milestones.

The value of the liability is subsequently remeasured to fair value at each reporting date, and the change in estimated fair value is recorded as income or expense within operating expenses in the consolidated statements of operations until the milestones are paid, expire

or are no longer achievable.

Increases or decreases in the estimation of the probability percentage results in a directionally similar impact to the fair value measurement of the contingent consideration liability.

Increases or decreases in the estimation of the probability percentage result in a directionally similar impact on the fair value measurement of the contingent consideration liability.

The carrying amount of the contingent consideration liability represents its fair value.

• Common stock warrant liability – Common stock warrant liability is classified within Level 3.

The Company utilizes intrinsic value to estimate the fair value of the warrants.

The intrinsic value is computed as the difference between the fair value of the Company’s common stock on the valuation date and the exercise price of the warrants.

Increases (decreases) in the Company’s stock price result in a directionally similar impact to the fair value of the common stock warrant liability.

CASH AND MARKETABLE SECURITIES

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Marketable Securities

All short-term marketable securities were considered held-to-maturity at December 31, 2024 and 2023.

The Company determined that it had the positive intent and ability to hold until maturity all short-term marketable securities that have been in a continuous loss position.

The Company assesses whether the decline in value of short-term marketable securities is temporary or other-than-temporary.

All marketable securities were considered held-to-maturity at December 31, 2025 and 2024.

The Company determined that it had the positive intent and ability to hold until maturity all marketable securities.

The Company assesses whether the decline in value of marketable securities is temporary or other-than-temporary.

In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information.

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December 31, 2025

Amortized Cost Unrealized Holding Gains

Short-term marketable securities:

Amortized Cost Unrealized Holding Gains Fair Value

Marketable securities:

agency securities $ 81,196 $ 595 $ 81,791

Corporate debt securities 54,748 57 54,805

Total short-term marketable securities $ 145,964 $ 2,366 $ 148,330

Total marketable securities

$ 135,944 $ 652 $ 136,596

December 31, 2024

Amortized Cost Unrealized Holding Gains

Short-term marketable securities:

Marketable securities:

agency securities $ 90,918 $ 1,648 $ 92,566

Corporate debt securities 55,046 718 55,764

Total short-term marketable securities $ 153,221 $ 2,749 $ 155,970

BUSINESS COMBINATIONS AND ASSET ACQUISITION

Business Combinations

HLA Data Systems

In January 2023, the Company acquired HLA Data Systems, a Texas-based company that provides software and interoperability solutions for the histocompatibility and immunogenetics community.

The Company acquired HLA Data Systems with a combination of cash consideration paid upfront and contingent consideration with a fair value of $ 1.3 million.

The Company accounted for the transaction as a business combination using the acquisition method of accounting.

Acquisition-related costs of $ 0.4 million associated with the acquisition were expensed as incurred, and classified as part of general and administrative expenses in the consolidated statements of operations.

Goodwill of $ 2.1 million arising from the acquisition primarily consists of synergies from integrating HLA Data Systems’ technology with the current testing and digital solutions offered by the Company.

The acquisition of HLA Data Systems will provide a robust and comprehensive Laboratory Information Management System and support the laboratory workflows.

of the goodwill is expected to be deductible for income tax purposes.

All of the goodwill has been assigned to the Company’s existing operating segment.

The following table summarizes the fair values of the intangible assets acquired as of the acquisition date ($ in thousands):

Estimated Fair Value

Estimated Useful Lives (Years)

Customer relationships $ 3,010 13

Developed technology 770 11

Trademarks 320 17

Total $ 4,100

Customer relationships acquired by the Company represent the fair value of future projected revenue that is expected to be derived from sales of HLA Data Systems’ products to existing customers.

The customer relationships’ fair value has been estimated utilizing a multi-period excess earnings method under the income approach, which reflects the present value of the projected cash flows that are expected to be generated by the customer relationships, less charges representing the contribution of other assets to those cash flows that use projected cash flows with and without the intangible asset in place.

The economic useful life was determined based on the distribution of the present value of the cash flows attributable to the intangible asset.

The acquired developed technology represents the fair value of HLA Data Systems’ proprietary software.

The trademark acquired consists primarily of the HLA Data Systems brand and markings.

The fair value of both the developed technology and the trademark were determined using the relief-from-royalty method under the income approach.

This method considers the value of the asset to be the value of the royalty payments from which the Company is relieved due to its ownership of the asset.

The royalty rates of 10 % and 2 % were used to estimate the fair value of the developed technology and the trademark, respectively.

A discount rate of 24 % was utilized in estimating the fair value of these three intangible assets.

The pro forma impact of the HLA Data Systems acquisition is not material, and the results of operations of the acquisition has been included in the Company’s consolidated statements of operations from the acquisition date.

In July 2023, the Company acquired MediGO, an organ transplant supply chain and logistics company.

MediGO provides access to donated organs by digitally transforming donation and transplantation workflows to increase organ utilization.

The Company acquired MediGO with a combination of cash consideration paid upfront and contingent consideration with a fair value of $ 0.3 million.

The Company accounted for the transaction as a business combination using the acquisition method of accounting.

Acquisition-related costs of $ 0.3 million associated with the acquisition were expensed as incurred, and classified as part of general and administrative expenses in the consolidated statements of operations.

Goodwill of $ 0.6 million arising from the acquisition primarily consists of synergies from integrating MediGO’s technology with the current testing and digital solutions offered by the Company.

The acquisition of MediGO will provide a comprehensive software platform that optimizes complex logistics from referral to recovery and during the critical movement of organs and teams and gives organ procurement organizations and transplant centers the ability to unify decentralized stakeholders, coordinate resources and make vital decisions with the goal of increasing organ utilization and improving equity and access to transplantation .

None of the goodwill is expected to be deductible for income tax purposes.

All of the goodwill has been assigned to the Company’s existing operating segment.

The following table summarizes the fair values of the intangible assets acquired as of the acquisition date ($ in thousands):

Estimated Fair Value

Estimated Useful Lives (Years)

Customer relationships $ 810 17

Developed technology 850 12

Trademarks 360 17

Total $ 2,020

Customer relationships acquired by the Company represent the fair value of future projected revenue that is expected to be derived from sales of MediGO’s products to existing customers.

assets to those cash flows that use projected cash flows with and without the intangible asset in place.

The economic useful life was determined based on the distribution of the present value of the cash flows attributable to the intangible asset.

The acquired developed technology represents the fair value of MediGO’s proprietary software.

The trademark acquired consists primarily of the MediGO brand and markings.

The fair value of both the developed technology and the trademark were determined using the relief-from-royalty method under the income approach.

This method considers the value of the asset to be the value of the royalty payments from which the Company is relieved due to its ownership of the asset.

The royalty rates of 10 % and 2 % were used to estimate the fair value of the developed technology and the trademark, respectively.

A discount rate of 25 % was utilized in estimating the fair value of these three intangible assets.

The pro forma impact of the MediGO acquisition is not material, and the results of operations of the acquisition have been included in the Company’s consolidated statements of operations from the respective acquisition date.

Combined Consideration Paid

The following table summarizes the consideration paid for HLA Data Systems (final amount) and MediGO (final amount) of the assets acquired and liabilities assumed recognized at their estimated fair value at the acquisition date (in thousands):

Consideration

Cash and contingent consideration

Total consideration

Recognized amounts of identifiable assets acquired and liabilities assumed

Current assets $ 1,413

Identifiable intangible assets 6,120

Current liabilities ( 1,060 )

Other current liabilities ( 810 )

Contingent consideration

Other liabilities ( 7 )

Total identifiable net assets acquired 4,036

Goodwill 2,646

Total consideration $ 6,682

The allocation of the purchase price to assets acquired and liabilities assumed was based on the fair value of such assets and liabilities as of the acquisition date.

Asset Acquisition

Effective as of August 9, 2023, the Company purchased an asset from a private entity.

The asset consists of a licensing agreement with a university institution.

See also Note 9, Commitments and Contingencies .

The purchased asset did not meet the definition of a business under ASC Topic 805, Business Combinations, and therefore the Company accounted for the transaction as an asset acquisition.

In an asset acquisition, goodwill is not recognized, but rather, any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable assets acquired.

Acquisition costs relating to the asset acquired were $ 2.6 million, comprised of base consideration of $ 1.8 million, contingent consideration at fair value of $ 0.5 million and associated transaction costs of $ 0.3 million.

Only one asset was acquired and the entire cost is assigned to the licensing agreement, which is recorded under Intangible assets, net, in the consolidated balance sheets.

The licensing agreement has an indefinite life and is presented in notes to the consolidated financial statements under the intangible assets with indefinite lives category.

Total marketable securities

$ 145,964 $ 2,366 $ 148,330

As of December 31, 2025, $ 24.2 million of marketable securities had maturities of more than one year and less than two years and are classified as non-current assets.

GOODWILL AND INTANGIBLE ASSETS

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As of December 31, 2025, 2024 and 2023, there has been no impairment of goodwill.

The following table presents details of the Company’s goodwill as of December 31, 2024 and 2023 (in thousands):

Balance as of January 1, $ 40,336 $ 37,523

Goodwill acquired — 2,646

Remeasurement adjustment

Balance as of December 31, $ 40,336 $ 40,336

Intangible Assets

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Total intangible assets with finite lives 78,537 ( 45,996 ) ( 4,074 ) 28,467

Intangible assets with indefinite lives:

Acquired in-process technology 1,250 — — 1,250

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Total intangible assets $ 83,391 $ ( 39,988 ) $ ( 5,219 ) $ 38,184

As of December 31, 2024, 2023 and 2022, there has been no impairment of intangible assets.

As of December 31, 2025, 2024 and 2023, other than the $ 1.7 million intangible asset that was impaired and written off under general and administrative expenses during the year ended December 31, 2025, the Company did not identify any impairment indicators suggesting that the carrying value of the intangible assets was not recoverable.

The following table summarizes the Company's amortization expense of intangible assets (in thousands):

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The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2025 (in thousands):

Years Ending December 31, Cost of Testing Services Cost of

Cost of Patient and Digital Solutions Sales and

2025 $ 1,316 $ 1,614 $ 681 $ 2,488 $ 6,099

2026 1,316 730 681 2,487 5,214

2027 1,316 730 681 2,473 5,200

2028 1,316 730 681 2,473 5,200

2029 1,085 730 493 2,177 4,485

Years Ending December 31, Total

Thereafter 4,358

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Property and equipment consisted of the following (in thousands):

Internally developed software 23,016 13,843

Machinery and equipment $ 19,110 $ 18,771

Leasehold improvements 18,171 18,106

Internally developed software 13,843 15,116

Construction in progress 8,280 11,937

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Deferred revenue 4,653 4,848

Refunds reserve

Laboratory processing fees and materials 2,425 3,184

Contingent consideration 2,414 5,469

Travel and expenses

Accrued shipping expenses 504 335

Accrued royalty 255 348

Deferred payments for intangible assets 250 920

Capital expenditures 126 151

License and other collaboration fees 67 250

Other accrued expenses 7,317 7,080

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The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements in Brisbane, California;

Columbus, Ohio;

West Chester, Pennsylvania;

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As of December 31, 2025, the carrying value of the ROU asset was $ 22.8 million.

The related current and non-current liabilities as of December 31, 2024 were $ 6.1 million and $ 22.3 million, respectively.

The current and non-current lease liabilities are included in accrued and other current liabilities and operating lease liability, less current portion, respectively, in the consolidated balance sheets.

Effective March 2024, the Company entered into a sublease agreement with a sub-lessee (a third-party) for office space with a six-year term, commencing on May 1, 2024, for a total of $ 2.6 million base rent for the duration of the contract.

The related current and non-current lease liabilities as of December 31, 2025 were $ 6.5 million and $ 19.7 million, respectively.

The current and non-current lease liabilities are included in accrued and other liabilities and operating lease liabilities, less current portion, respectively, in the consolidated balance sheets.

The following table summarizes the lease cost for the years ended December 31, (in thousands):

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Royalty Commitments

The Board of Trustees of the Leland Stanford Junior University (“Stanford”)

In June 2014, the Company entered into a license agreement with Stanford (the “Stanford License”), which granted the Company an exclusive license to a patent relating to the diagnosis of rejection in organ transplant recipients using dd-cfDNA.

Under the terms of the Stanford License, the Company is required to pay an annual license maintenance fee, six milestone payments and royalties in the low single digits of net sales of products incorporating the licensed technology.

In March 2023, the Stanford License agreement was amended, which reduced the maximum royalty rate to a lower rate at which the Company may be liable to Stanford effective from April 2022 and also provided that the Company would seek a review from the U.S.

Supreme Court (the “Review”).

During the pendency of the Review, certain of the Company’s licensing payment and reporting obligations to Stanford with respect to licensed products sold in the U.S.

were suspended.

As a result, the Company reversed the excess liability in March 2023.

In May 2023, the Company submitted a petition of certiorari to the U.S.

Supreme Court for consideration of the patent infringement suit and in October 2023, the U.S.

Supreme Court declined to hear this patent infringement suit.

As the Review is complete and the Company's petition for review was denied, the Stanford License automatically terminated, and in December 2023, the Company paid Stanford certain past royalties at a reduced rate that were previously suspended within 90 days of the termination.

There was no outstanding obligation with Stanford as of December 31, 2024.

On May 4, 2018, the Company entered into a license agreement with Illumina, Inc.

(the “Illumina Agreement”).

On May 4, 2018, the Company entered into a license agreement with Illumina, Inc., or the Illumina Agreement.

The Illumina Agreement requires the Company to pay royalties in the mid-single to low-double digits on sales of products covered by the Illumina Agreement.

Other Royalty Commitment

Effective as of August 2023, the Company entered into a license agreement with a university institution (the “University Agreement”).

Effective as of August 2023, the Company entered into a license agreement with a university institution, or the University Agreement.

The University Agreement requires the Company to pay royalties in the low single digits on sales of products covered by the University Agreement.

Other Commitments

Effective as of July 2023, the Company entered into a license and collaboration agreement with a private entity pursuant to which the Company was granted an irrevocable, non-transferable right to commercialize its proprietary software, iBox, for the predictive analysis of post-transplantation kidney allograft loss in the field of transplantation for a period of four years with exclusive rights in the United States.

The Company will share an agreed-upon percentage of revenue with the private entity, if and when revenues are generated from iBox.

Effective as of July 2023, the Company entered into a license and collaboration agreement with a private entity, or the Collaboration Agreement, pursuant to which the Company was granted an irrevocable, non-transferable right to commercialize its proprietary software, iBox, for the predictive analysis of post-transplantation kidney allograft loss in the field of transplantation for a period of four years with exclusive rights in the United States.

Pursuant to the Collaboration Agreement, the Company will share an agreed-upon percentage of revenue with the private entity, if and when revenues are generated from iBox.

Litigation and Indemnification Obligations

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(i) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements, and (ii) the range of loss can be reasonably estimated.

In response to the Company ’ s false advertising suit filed against Natera Inc.

(“Natera”) on April 10, 2019, Natera filed a counterclaim against the Company on February 18, 2020, in the U.S.

District Court for the District of Delaware (the “Court”) alleging the Company made false and misleading claims about the performance capabilities of AlloSure.

In response to the Company’s false advertising suit filed against Natera Inc., or Natera, on April 10, 2019, Natera filed a counterclaim against the Company on February 18, 2020, in the U.S.

District Court for the District of Delaware, or the Court, alleging the Company made false and misleading claims about the performance capabilities of AlloSure.

The suit seeks injunctive relief and unspecified monetary relief.

On September 30, 2020, Natera requested leave of Court to amend its counterclaims to include additional allegations regarding purportedly false claims the Company made with respect to AlloSure, and the Court granted Natera’s request.

The trial commenced on March 7, 2022 and concluded on March 14, 2022, with the jury finding that Natera violated the Lanham Act by falsely advertising the scientific performance of its Prospera transplant test and awarding the Company $ 44.9 million in damages, comprised of $ 21.2 million in compensatory damages and $ 23.7 million in punitive damages.

and awarding the Company $ 44.9 million in damages, comprised of $ 21.2 million in compensatory damages and $ 23.7 million in punitive damages.

In July 2023, the Court upheld and reaffirmed the March 2022 jury verdict but did not uphold the monetary damages awarded by the jury.

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Both parties appealed.

On October 8, 2024, the United States Court of Appeals for the Third Circuit remanded the case to make additional findings.

On December 23, 2024, the U.S.

District Court for

the District of Delaware issued an order concluding that there was sufficient evidence to support the jury’s findings of falsity on eight advertisements by Natera.

Following the decision, the parties submitted additional briefing to the Third Circuit.

On October 8, 2024, the U.S.

Court of Appeals for the Third Circuit remanded the case to make additional findings.

On December 23, 2024, the Court issued an order concluding that there was sufficient evidence to support the jury’s findings of falsity on eight advertisements by Natera.

Following the decision, the parties submitted additional briefing to the Court.

On August 28, 2025, the U.S.

Court of Appeals for the Third Circuit issued a decision affirming the District Court’s findings on both liability and damages.

On September 25, 2025, the Company filed a petition for panel rehearing or rehearing en banc of the Court’s damages decision.

On October 10, 2025, the Third Circuit denied the petition.

On February 9, 2026, the Company filed a petition for Supreme Court review.

The Company did not record a receivable or a gain from the judgment as the amount has not yet been realized.

On July 19, 2022, the U.S.

Court of Appeals for the Federal Circuit affirmed the Court’s judgment dismissing the Company’s patent infringement suit against Natera.

In May 2023, the Company submitted a petition of certiorari to the U.S.

Supreme Court for consideration of the patent infringement suit and in October 2023, the U.S.

Supreme Court declined to hear the suit.

In addition, Natera filed suit against the Company on January 13, 2020, in the Court alleging, among other things, that AlloSure infringes Natera’s U.S.

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Patents 11,111,544 and 10,655,180 were invalid for lack of written description thereby overturning the jury verdict.

On February 25, 2025, the Court issued an order denying Natera's motion for an injunction as moot but Natera has a right to appeal the Court's invalidation of its patents.

The Company intends to defend itself in these matters vigorously, and believes that the Company has good and substantial defenses to the claims alleged in the suits, but there is no guarantee that the Company will prevail.

On February 25, 2025, the Court issued an order denying Natera's motion for an injunction as moot.

Natera has appealed the Court's invalidation of the three patents it asserted against CareDx.

The Company intends to defend these matters vigorously, and believes that the Company has good and substantial defenses to the claims alleged in the suits, but there is no guarantee that the Company will prevail.

In addition, Natera's U.S.

Patent 11,111,544 is also subject to a pending ex parte reexamination before the United States Patent and Trademark Office (“PTO”).

Patent 10,597,724 is currently subject to an ex parte reexamination before the United States Patent and Trademark Office, or PTO.

On December 17, 2025, a PTO examiner issued a non-final office action rejecting Claims 1 and 4-6 of the patent.

Natera's U.S.

Patent 11,111,544 was previously subject to an ex parte reexamination before the PTO.

On February 14, 2025, a PTO examiner issued a non-final Office action rejecting Claims 21, 26, and 27 of the patent, the claims CareDx was found to have infringed in the litigation.

Natera now has a right to respond to this Office action and there is no guarantee that these Claims will ultimately be rejected.

On July 9, 2025, the PTO issued a reexamination certificate finding that Natera had overcome the prior rejections of the 11,111,544 patent, concluding the reexamination proceeding.

After the jury finding, the Company recognized the damages of $ 96.3 million as other liabilities on the consolidated balance sheets as of December 31, 2023 as the loss was probable and reasonably estimable at that time.

After the Court order overturned the jury finding, the Company derecognized the $ 96.3 million in other liabilities on the consolidated balance sheets as of December 31, 2024 as the Company concluded that the loss was no longer probable.

It is reasonably possible that the Company may not prevail if the case is appealed in which case the range of loss could be up to the jury awarded amount of $ 96.3 million plus potential interest.

After the Court order overturned the jury finding, the Company derecognized the $ 96.3 million as of December 31, 2024 as the Company concluded that the loss was no longer probable.

It is reasonably possible that the Company may not prevail if Natera continues to pursue the case through appeal, in which case the range of loss could be up to the jury awarded amount of $ 96.3 million plus potential interest.

United States Department of Justice and United States Securities and Exchange Commission Investigations

As previously disclosed, in 2021, the Company received a civil investigative demand (“CID”) from the United States Department of Justice (“DOJ”) requesting that the Company produce certain documents in connection with a False Claims Act investigation being conducted by the DOJ regarding certain business practices related to the Company’s kidney testing and phlebotomy services, and a subpoena from the United States Securities and Exchange Commission (the “SEC”) in relation to an investigation by the SEC in respect of matters similar to those identified in the CID, as well as certain of the Company’s accounting and public reporting practices.

By letter dated September 19, 2023, the Company was notified by the staff of the SEC that the SEC has concluded its investigation as to the Company and does not intend to recommend an enforcement action by the SEC against the Company.

As previously disclosed, in 2021, the Company received a civil investigative demand, or CID, from the United States Department of Justice, or DOJ, requesting that the Company produce certain documents in connection with a False Claims Act investigation by the DOJ regarding certain business practices related to the Company’s kidney testing and phlebotomy services, and a subpoena from the United States Securities and Exchange Commission, or the SEC, in relation to an investigation by the SEC in respect of matters similar to those identified in the CID, as well as certain of the Company’s accounting and public reporting practices.

By letter dated September 19, 2023, the Company was notified by the staff of the SEC that the SEC has

concluded its investigation as to the Company and does not intend to recommend an enforcement action by the SEC against the Company.

The notice was provided under the guidelines set out in the final paragraph of Securities Act Release No.

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Accordingly, CareDx understands that the DOJ has closed its investigation of the Company with no finding of wrongdoing.

On February 18, 2025, the private plaintiff who originally filed the qui tam action in 2021 filed an

executed summons indicating his intent to proceed with the claims that the DOJ and SEC reviewed and declined to prosecute.

On April 8, 2025, the private plaintiff who originally filed the qui tam action in 2021, or the Relator, filed an amended complaint on the public docket.

On July 16, 2025, the District Court held a conference, at which it set a briefing schedule for a motion to dismiss.

On October 17, 2025, Relator filed an opposition to the Company’s motion to dismiss, and on October 31, 2025, the Company filed its reply in further support of its motion to dismiss.

The Company denies the allegations in the qui tam action and intends to vigorously defend itself.

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Securities Class Action

On May 23, 2022, Plumbers & Pipefitters Local Union #295 Pension Fund filed a federal securities class action in the U.S.

On May 23, 2022, Plumbers & Pipefitters Local Union #295 Pension Fund filed a federal securities class action, or the Securities Class Action, in the U.S.

District Court for the Northern District of California against the Company, Reginald Seeto, its former President, Chief Executive Officer and member of the Company’s Board of Directors, Ankur Dhingra, its former Chief Financial Officer, Marcel Konrad, its former interim Chief Financial Officer and former Senior Vice President of Finance & Accounting, and Peter Maag, its former President, former Chief Executive Officer, former Chairman of the Company’s Board of Directors and current member of the Company’s Board of Directors.

The action alleges that the Company and the individual defendants made materially false and/or misleading statements and/or omissions and that such statements violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder.

The action alleges that the Company and the individual defendants made materially false and/or misleading statements and/or omissions and that such statements violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated thereunder.

The action also alleges that the individual defendants are liable pursuant to Section 20(a) of the Exchange Act as controlling persons of the Company.

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On February 18, 2025, the court denied the defendant’s motion to dismiss the third amended complaint.

The Company intends to defend itself vigorously, and believes that the Company has good and substantial defenses to the claims alleged in the suit, but there is no guarantee that the Company will prevail.

The Company has not recorded any liabilities for this suit.

On April 1, 2025, a mediation was held between the parties to the Securities Class Action with the assistance of Phillips ADR Enterprises.

On April 22, 2025, the parties in the Securities Class Action reached an agreement-in-principle to resolve the Securities Class Action under which the Company would pay or cause to be paid a settlement payment of approximately $ 20.25 million.

On May 16, 2025, the parties reached a definitive stipulation of settlement.

On May 23, 2025, plaintiffs filed a motion for preliminary approval.

On July 23, 2025, the District Court issued an order preliminarily approving the settlement triggering the Company's obligation to fund its portion of the settlement.

Pursuant to the settlement agreement, the Company and its insurers each deposited their respective obligations into an escrow account.

In accordance with the Court’s July 23, 2025 order, plaintiffs filed a motion for final approval and a motion for an award of attorneys’ fees and expenses on September 30, 2025.

On December 4, 2025, the Court provided final approval of the settlement and the Company paid the settlement amount.

Derivative Actions

On September 21, 2022, Jeffrey Edelman filed a stockholder derivative action complaint in the U.S.

District Court for the Northern District of California against the Company as nominal defendant and Drs.

Seeto and Maag and Mr.

Dhingra, and other current and former members of the Company’s Board of Directors asserting, among other things, alleged breaches of fiduciary duty against the Individual Defendants based on the factual allegations of the Securities Class Action (the “ Edelman Derivative Action ” ).

In 2023, and 2024, various additional derivative complaints asserting similar allegations and claims were filed in the U.S.

District Court for the Northern District of California, all of which were consolidated on April 23, 2024 by the court (the “Consolidated Derivative Action”).

On November 5, 2024 the parties filed a stipulation of voluntary dismissal and proposed order.

On November 7, 2024, the court entered a modified order, dismissing the Consolidated Derivative Action without prejudice.

In its modified order, the court requested that the parties submit a joint statement to address whether any additional notice to Company stockholders was

On November 8, 2024, the parties submitted a supplemental joint statement, explaining that the parties did not believe additional Rule 23(c) notice was required and on January 7, 2025, the Court issued an order affirming that finding.

The Consolidated Derivative Action has now been dismissed.

On February 26, 2025, the plaintiffs in the Consolidated Derivative Action initiated a new action, captioned Edelman v.

On February 26, 2025, the plaintiffs in a previously-dismissed consolidated derivative action initiated a new action, captioned Edelman v.

Bickerstaff, 3:25-c-02036 (N.D.

26, 2025), purporting to reinstate the claims in the Consolidated Derivative Action and updating and amending their prior complaint.

26, 2025), purporting to reinstate their claims and updating and amending their prior complaint, or the Edelman Derivative Action.

The Edelman Derivative Action asserts claims against the Company as nominal defendant and Drs.

Seeto and Maag and Mr.

Dhingra, and other current and former members of the Company's Board of Directors alleging, among other things, breaches of fiduciary duty and various state and federal claims based on the factual allegations of the Securities Class Action.

On March 19, 2025, the parties to the Edelman Derivative Action and the Securities Action filed an administrative motion to consider whether the Edelman Derivative Action should be related to the Securities Class Action.

On April 1, 2025, the Court granted the motion.

On April 1, 2025, a mediation was held between the parties to the Edelman Derivative Action with the assistance of Phillips ADR Enterprises.

No settlement was reached during the mediation.

On April 10, 2025, the Court held an Initial Case Management Conference in the Edelman Derivative Action and thereafter issued a Case Management and Scheduling Order setting a trial date of July 19, 2027, among other deadlines.

On April 21, 2025, plaintiffs in the Edelman Derivative Action submitted a letter motion to the Court seeking to have the Court lift the discovery stay provided by the Private Securities Litigation Reform Act of 1995, 15 U.S.C.

§ 78u-4, or the PSLRA.

On April 23, 2025, CareDx submitted a brief in opposition and a hearing was held on June 10, 2025.

On June 12, 2025, the Court issued an order denying plaintiffs’ letter motion to lift the PSLRA’s discovery stay.

On March 20, 2024, Edward W.

Burns IRA filed a stockholder derivative action complaint in the Court of Chancery of the State of Delaware against the Company as nominal defendant and Dr.

Maag, and other current and former members of the Board of Directors (the “Burns Derivative Action”).

Maag, and other current and former members of the Company's Board of Directors, or the Burns Derivative Action.

Prior to filing the complaint, the Company produced documents to the plaintiff in response to a books and records inspection demand made pursuant to Section 220 of the Delaware General Corporation Law.

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On April 11, 2024, the Court entered an order staying the Burns Derivative Action pursuant to a stipulation filed by the parties.

On May 30, 2024, the parties to the Burns Derivative Action filed an amended stipulation and proposed order to continue the stay in that action, which was so-ordered by the court on May 31, 2024.

Given the decision in the securities class action, the stay in the Burns Derivative Action will lift in accordance with the terms so-ordered by the court unless otherwise extended.

The Company has not recorded any liabilities for this suit.

Insurance Matter

In December 2022, the Company filed a lawsuit against its directors and officers liability insurance carriers in San Mateo County Superior Court.

The Company seeks a declaration that costs and fees incurred by the Company in responding to governmental investigatory requests are covered under its policies.

The Company also asserts breach of contract against its primary insurer Great American Insurance Company for denying the claim.

On June 4, 2024, the Superior Court of the State of California for the County of San Mateo entered an order granting a motion for summary judgment by the insurers.

The Company is currently pursuing an appeal of the matter.

The policies provide up to $ 15 million in coverage limits.

The Company intends to vigorously pursue its claims, and believes it has good and substantial support for its claims, but there is no guarantee that the Company will prevail in these claims.

On March 10, 2025, the parties to the Burns Derivative Action filed an amended stipulation and proposed order to continue the stay in that action, which was so-ordered by the Court on the same day.

On April 1, 2025, a mediation was held between the parties to the Burns Derivative Action with the assistance of Phillips ADR Enterprises.

No settlement was reached.

On June 9, 2025, in accordance with the Court’s March 10, 2025 order, the parties submitted a joint status report, informing the Court that subject to Court approval, the Securities Class Action has been settled and that settlement discussions in the Burns and Edelman Derivative Actions were ongoing.

On July 22, 2025, the parties reached an agreement in principle to resolve the case, subject to the negotiation of an agreed-upon attorney fee, and informed the Court.

On July 31, 2025, the parties submitted a joint status report, notifying the Court that the parties selected a JAMS mediator to oversee attorney’s fee negotiation.

On September 9, 2025, the parties participated in a mediation session to mediate attorneys’ fees which was unsuccessful.

On September 11, 2025, the parties in the Edelman Derivative Action submitted a joint status report notifying the Court that because a request for attorneys’ fees is not evaluated at the preliminary approval stage, plaintiffs intended to file a motion for preliminary approval of the derivative settlement.

On September 26, 2025, the parties entered into a stipulation and agreement of compromise, settlement and release resolving and settling, subject to court approval, both the Edelman and Burns Derivative Actions.

The same day, plaintiffs in the Edelman Derivative Action filed their unopposed motion for preliminary approval.

The deadline to oppose the motion was October 10, 2025 and no opposition was filed.

On October 13, 2025, plaintiffs filed a notice of non-opposition, requesting that the Court enter an order granting the motion for preliminary approval without oral argument, which is currently scheduled for December 2, 2025 in the Edelman Derivative Action.

The motion for preliminary approval remains under consideration.

On October 1, 2025 the parties to the Burns Derivative Action filed a third amended stipulation and proposed order to continue the stay in that action through the pendency of a determination on the proposed settlement in the Edelman Derivative Action.

The court entered this stipulated order on October 6, 2025.

On December 9, 2025, the Court issued an order preliminarily approving the parties' settlement, subject to resolution of the plaintiffs' request for attorney's fees.

There is no guarantee that the parties will reach a definitive settlement or, if they do, that the settlement will be approved by the Court.

In the event there is no settlement, the Company intends to defend itself vigorously.

The Company believes that it has good and substantial defenses to the claims alleged in the suits, but there is no guarantee that the Company will prevail.

The Company has not recorded liabilities for these suits.

STOCKHOLDERS' EQUITY

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On May 10, 2023, the Company filed a universal shelf registration statement (File No.

333-271814) (the “Registration Statement”), and thereafter filed post-effective amendments on May 9, 2024 and May 23, 2024.

333-271814), or the Registration Statement, and thereafter filed post-effective amendments on May 9, 2024 and May 23, 2024.

The SEC declared the Registration Statement effective on May 23, 2024, and as a result, the Company can sell from time to time up to $ 250.0 million of shares of its common stock, preferred stock, debt securities, warrants, units or rights comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Registration Statement.

The terms of any offering under the Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Registration Statement filed with the SEC prior to the completion of any such offering.

Stock Repurchase Program

On December 3, 2022, the Company's Board of Directors approved a Stock Repurchase Program (the “Repurchase Program”), whereby the Company may purchase up to $ 50 million in shares of its common stock over a period of up to two years , commencing on December 8, 2022.

The Repurchase Program may be carried out, subject to approval by the committee of the Board of Directors, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

For the years ended December 31, 2024 and 2023 , the Company purchased an aggregate of 55,500 and 2,942,997 shares of its common stock, respectively, under the Repurchase Program for an aggregate purchase price of $ 0.5 million and $ 27.5 million, respectively.

Stock Repurchase Programs

On February 20, 2025, the Company's Board of Directors approved a Stock Repurchase Program, or the February 2025 Repurchase Program, whereby the Company was authorized to purchase up to $ 50.0 million in shares of its common stock over a period of up to two years , commencing on February 20, 2025, through open market purchases , one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

During the three months ended June 30, 2025, the Company purchased an aggregate of 3.0 million shares of its common stock under the February 2025 Repurchase Program for an aggregate purchase price of $ 50.0 million .

Following the completion of the February 2025 Repurchase Program, on May 30, 2025, the Company’s Board of Directors authorized a new share repurchase program of up to $ 50.0 million in shares of its common stock over a period of up to two years , commencing on May 30, 2025, or the May 2025 Repurchase Program.

The May 2025 Repurchase Program may be carried out, subject to approval by a committee of the Company's Board of Directors, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

During the year ended December 31, 2025, the Company purchased an aggregate of 2.8 million shares of its common stock under the May 2025 Repurchase Program for an aggregate purchase price of $ 37.8 million.

As of December 31, 2025, $ 12.2 million was available for future share repurchases under the May 2025 Repurchase Program.

During the year ended December 31, 2025, the Company purchased an aggregate of 5.8 million shares of its common stock under the February 2025 and May 2025 Repurchase Programs, for a total purchase price of $ 87.8 million.

These shares were retired upon repurchase.

The Company's policy related to repurchase of its common stock is to charge the excess of cost over par value to accumulated deficit.

Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company.

Preferred Stock

As of December 31, 2025 and 2024, the Company had 10,000,000 shares of preferred stock authorized with a par value of $ 0.001 per share.

No shares of preferred stock were outstanding as of December 31, 2025 and 2024.

The Company sponsors a 401(k) defined contribution plan covering all U.S.

employees under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

employees under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations.

The Company incurred expenses related to contributions to the plan of $ 3.8 million, $ 2.3 million and $ 1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company issues common stock warrants in connection with debt or equity financings to lenders, placement agents and investors.

Issued warrants are considered standalone financial instruments and the terms of each warrant are analyzed for equity or liability classification in accordance with U.S.

Warrants that are classified as liabilities usually have various features that would require net-cash settlement by the Company.

Warrants that are not liabilities, derivatives and/or meet the exception criteria are classified as equity.

Warrant liabilities are remeasured at fair value at each period end with changes in fair value recorded in the consolidated statements of operations until expired or exercised.

Warrants that are classified as equity are valued at their relative fair value on the date of issuance, recorded in additional paid in capital and not remeasured.

During the year ended December 31, 2024, no warrants to purchase shares of common stock were exercised.

During the year ended December 31, 2023, warrants to purchase approximately 3,000 shares of common stock were exercised for cash proceeds of $ 4,000 .

As of December 31, 2024 and 2023, no warrants to purchase common stock were outstanding.

STOCK INCENTIVE PLANS

2025 Inducement Equity Incentive Plan

On November 4, 2025, the Company adopted the 2025 Inducement Equity Incentive Plan, or the 2025 Plan, that allows for the issuance of stock options, restricted stock units, or RSUs, and other stock awards of up to a total of 350,000 shares of common stock to new employees of the Company.

The 2025 Plan was adopted to accommodate a reserve of additional shares of common stock for issuance to new employees hired by the Company.

There were 68,745 shares of common stock reserved for future issuance under the 2025 Plan as of December 31, 2025.

2024 Equity Incentive Plan

The Company grants stock-based awards under its 2014 Equity Incentive Plan (the “2014 Plan”) that allows for issuance of stock options, restricted stock units (“RSUs”) and other stock awards to the Company’s employees, directors, and consultants.

Stock options granted under the 2014 Plan may be exercised when vested and generally expire 10 years from the date of the grant or three months from the date of termination of employment.

Vesting periods vary based on awards granted, however;

certain stock-based awards may vest immediately or may accelerate based on performance-driven measures.

Stock option awards generally vest over four years with a one-year cliff.

The RSUs generally vest annually over four years in equal increments.

The Company grants stock-based awards under the 2024 Equity Incentive Plan, or the 2024 Plan, that allows for the issuance of stock options, RSUs and other stock awards to the Company’s employees, directors, and consultants.

On November 4, 2025, the Company increased the shares available under the 2024 Plan by 1,600,000 shares.There were 3,047,496 shares of common stock reserved for future issuance under the 2024 Plan as of December 31, 2025.

2019 Inducement Equity Incentive Plan

The Company grants stock-based awards under the 2019 Inducement Equity Incentive Plan, or the 2019 Plan, that allows for the issuance of stock options, RSUs and other stock awards to new employees of the Company.

There were 57,204 shares of common stock reserved for future issuance under the 2019 Plan as of December 31, 2025.

2016 Inducement Plan

On April 21, 2016, the Company adopted the 2016 Inducement Equity Incentive Plan (the “2016 Plan”), that allows for the issuance of stock options, RSUs and other stock awards of up to a total of 155,500 shares of common stock to new employees of the Company.

On April 21, 2016, the Company adopted the 2016 Inducement Equity Incentive Plan, or the 2016 Plan, that allows for the issuance of stock options, RSUs and other stock awards of up to a total of 155,500 shares of common stock to new employees of the Company.

The 2016 Plan was adopted to accommodate a reserve of additional shares of common stock for issuance to new employees hired by the Company from Allenex AB.

The terms in the 2016 Plan are substantially similar to the 2014 Plan.

There were 15,495 shares of common stock reserved for future issuance under the 2016 Plan as of December 31, 2025.

2019 Inducement Equity Incentive Plan

The Company grants stock-based awards under the 2019 Inducement Equity Incentive Plan (the “2019 Plan”) that allows for the issuance of stock options, RSUs and other stock awards to new employees of the Company.

The terms in the 2019 Plan are substantially similar to the 2014 Plan.

There were 35,084 shares of common stock reserved for future issuance under the 2019 Plan as of December 31, 2024.

2024 Equity Incentive Plan

The Company grants stock-based awards under the 2024 Equity Incentive Plan (the “2024 Plan”) that allows for the issuance of stock options, RSUs and other stock awards to the Company’s employees, directors, and consultants.

The terms in the 2024 Plan are substantially similar to the 2014 Plan.

There were 3,063,094 shares of common stock reserved for future issuance under the 2024 Plan as of December 31, 2024.

The Inducement Grants

On April 15, 2024 and September 12, 2024, the Company granted a total of 1,487,326 shares of stock options and RSUs for the appointment of certain executive officers (the “Inducement Grants”).

The Inducement Grants were approved by the Compensation Committee of the Company's Board of Directors as an inducement material to the employee's acceptance of

employment with the Company in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4), which exempts employment grants from the general requirement of the Nasdaq Listing Rules that equity-based compensation plans and arrangements be approved by stockholders.

Stock Options and RSUs

The following table summarizes option and RSUs activity under the Company’s 2014 Plan, 2016 Plan, 2019 Plan and 2024 Plan, and related information:

Balance—December 31, 2023 869,111 3,055,208 $ 25.21 5,006,775 $ 19.02

Additional options authorized 7,047,461 — — — —

Common stock awards for services ( 16,582 ) — — — —

RSUs granted ( 3,726,419 ) — — 3,726,419 11.12

RSUs vested — — — ( 3,245,483 ) 16.41

Options granted ( 1,053,285 ) 1,053,285 13.14 — —

Options exercised — ( 527,009 ) 16.96 — —

Repurchases of common stock under employee incentive plans 622,202 — — — —

RSUs forfeited 645,041 — — ( 645,041 ) 15.61

Options forfeited 32,481 ( 32,481 ) 29.87 — —

Options expired 139,091 ( 139,091 ) 27.19 — —

Balance—December 31, 2024 4,559,101 3,409,912 $ 22.63 4,842,670 $ 15.38

The Company has reserved common stock, on an if-converted basis, for issuance as follows:

Common stock options outstanding

2,478,871 3,409,912

RSUs and PSUs outstanding

3,930,939 4,842,670

Remaining shares reserved for issuance under the 2016 Inducement Equity Incentive Plan, 2019 Inducement Equity Incentive Plan, 2024 Equity Incentive Plan and 2025 Inducement Equity Plan

3,188,940 4,559,101

Shares reserved under the Employee Stock Purchase Plan

541,706 558,787

10,140,456 13,370,470

Stock Options

There were no stock options granted to employees during 2025.

The following table summarizes stock option activity during the year ended December 31, 2025:

Number of Shares

Weighted-Average Exercise Price

Stock options outstanding at December 31, 2024

3,409,912 $ 22.63

( 356,383 ) $ 16.06

( 91,159 ) $ 24.56

( 483,499 ) $ 37.70

Stock options outstanding at December 31, 2025

2,478,871 $ 20.47

Stock options exercisable at December 31, 2025

1,836,376 $ 22.48

The total intrinsic value of options exercised was $ 1.5 million, $ 4.8 million and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The total fair value of RSUs vested during 2024 was $ 62.0 million.

As of December 31, 2024, the total intrinsic value of outstanding RSUs was approximately $ 107.3 million and there were $ 38.0 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a weighted-average period of 2.12 years.

The Company granted performance restricted stock units ("PSUs"), included in RSUs, under the 2014 Plan.

The PSUs granted to employees consist of financial and operational metrics to be met over a performance period of two years .

The number of shares outstanding was 335,583 and 449,983 as of December 31, 2024 and December 31, 2023, respectively.

The weighted-average remaining recognition period was 1.07 years and 1.01 years for the years ended December 31, 2024 and 2023, respectively.

Options outstanding that have vested and are expected to vest at December 31, 2025 are as follows:

Options Issued (In thousands)

Options Issued

Weighted Average Exercise

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The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock at December 31, 2025 for stock options that were in-the-money.

The weighted-average grant-date fair value of options to purchase common stock granted for the years ended December 31, 2024, 2023 and 2022 using the Black-Scholes Model was $ 9.08 , $ 8.63 and $ 19.51 , respectively.

The total fair value of options that vested during 2024 was $ 11.6 million.

As of December 31, 2024, there were approximately $ 11.8 million of unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted-average period of 2.72 years.

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes RSUs and performance restricted stock units, or PSUs, activity during the year ended December 31, 2025:

Number of Shares

Weighted-Average Grant Date Fair Value

RSUs and PSUs outstanding at December 31, 2024

4,842,670 $ 15.38

1,853,239 $ 18.38

( 1,765,017 ) $ 15.98

RSUs forfeited

( 913,873 ) $ 14.35

270,405 $ 18.99

( 300,318 ) $ 15.05

PSUs forfeited

( 56,167 ) $ 25.41

RSUs and PSUs outstanding at December 31, 2025

3,930,939 $ 15.54

The total fair value of RSUs vested during 2025 was $ 31.8 million.

As of December 31, 2025, the total intrinsic value of outstanding RSUs was approximately $ 68.9 million.

The Company granted PSUs, included in RSUs, under the stock incentive plans.

The PSUs granted to employees consist of financial and operational metrics to be met over a performance period of two years .

The number of shares, based on expected performance achievement, underlying outstanding PSUs was 226,183 and 335,583 as of December 31, 2025 and December 31, 2024, respectively.

The weighted-average remaining recognition period was 2.09 years and 1.07 years for the years ended December 31, 2025 and 2024, respectively.

2014 Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (the “ESPP”), under which employees can purchase shares of its common stock-based on a percentage of their compensation, but not greater than 15 % of their earnings;

provided, however, an eligible employee’s right to purchase shares of the Company’s common stock may not accrue at a rate which exceeds $ 25,000 of the fair market value of such shares for each calendar year in which such rights are outstanding.

The Company has an Employee Stock Purchase Plan, or the ESPP, under which employees can purchase shares of its common stock based on a percentage of their compensation, but not greater than 15 % of their respective earnings, provided that an eligible employee’s right to purchase shares of the Company’s common stock may not accrue at a rate which exceeds $ 25,000 of the fair market value of such shares for each calendar year in which such rights are outstanding.

The ESPP has consecutive offering periods of approximately six months in length.

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During the offering period in 2025 that ended on December 31, 2025, 61,866 shares were purchased for aggregate proceeds of $ 1.0 million from the issuance of shares, which occurred on January 2, 2026.

During the offering period in 2024 that ended on June 30, 2024, 85,260 shares were purchased for aggregate proceeds of $ 0.9 million from the issuance of shares, which occurred on July 2, 2024.

During the offering period in 2025 that ended on June 30, 2025, 84,234 shares were purchased for aggregate proceeds of $ 1.4 million from the issuance of shares, which occurred on June 30, 2025.

During the offering period in 2024 that ended on December 31, 2024, 66,747 shares were purchased for aggregate proceeds of $ 0.9 million from the issuance of shares, which occurred on January 2, 2025.

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The stock awards are classified as equity, and compensation expense was recognized upon the issuance of the shares at the grant date price per share, which is the fair value.

As of December 31, 2024, there were a total of 321,234 shares issued to the Company’s directors, for a total fair value of $ 2.6 million.

Stock-based compensation expense associated with the awards was $ 0.1 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, which was included in general and administrative expense on the consolidated statements of operations.

For the years ended December 31, 2025, 2024 and 2023, a total of 4,794 , 16,582 and 21,965 shares, respectively, were issued to the Company’s directors for a total fair value of $ 0.1 million, $ 0.1 million and $ 0.2 million, respectively, which was included in general and administrative expense on the consolidated statements of operations.

Valuation Assumptions

The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option pricing model based on the following weighted average assumptions:

The estimated fair values of ESPP shares were estimated using the Black-Scholes option pricing model based on the following weighted average assumptions:

Year Ended December 31,

2025 2024 2023

Employee stock options

Expected term (in years) 5.90 5.61 5.96

Expected volatility 76.83 % 77.86 % 77.62 %

Risk-free interest rate 4.38 % 3.67 % 2.74 %

Expected dividend yield — % — % — %

Employee stock purchase plan

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Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense relating to employee and nonemployee stock-based awards for the years ended December 31, 2024, 2023 and 2022, included on the consolidated statements of operations as follows (in thousands):

The following table summarizes stock-based compensation expense relating to employee and non-employee stock-based awards for the years ended December 31, 2025, 2024 and 2023, included on the consolidated statements of operations as follows (in thousands):

Year Ended December 31,

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Total $ 34,864 $ 66,406 $ 49,086

Income (loss) before income taxes for the years ended December 31, 2024, 2023 and 2022 is summarized as follows (in thousands):

As of December 31, 2025, unrecognized stock-based compensation expense related to stock options, RSUs, and PSUs was approximately $ 5.5 million, $ 34.8 million, and $ 2.3 million, respectively.

The remaining unrecognized compensation cost related to the unvested stock options, RSUs, and PSUs is expected to be recognized over a weighted-average period of 2.13 years, 2.12 years, and 2.09 years, respectively.

The components of the provision for (benefit from) income taxes are summarized as follows (in thousands):

As of December 31,

2025 2024 2023

United States $ 55,151 $ ( 188,421 ) $ ( 73,089 )

Foreign ( 2,292 ) ( 1,722 ) ( 3,145 )

Total income (loss) before income taxes

Pre-tax earnings

$ ( 19,128 ) $ 55,151 $ ( 188,421 )

The components of the provision for (benefit from) income taxes are summarized as follows (in thousands):

As of December 31,

( 1,955 ) ( 2,292 ) ( 1,722 )

Federal $ 2 $ ( 117 ) $ 145

State 198 186 328

Foreign 9 — 184

Total current income tax expense (benefit) 209 69 657

Federal ( 10 ) 184 ( 130 )

State ( 26 ) ( 112 ) 75

Foreign 137 — ( 223 )

Total deferred income tax expense (benefit)

$ ( 21,083 ) $ 52,859 $ ( 190,143 )

Income tax expense

Current tax expense (benefit)

$ — $ 2 $ ( 117 )

The Company's actual provision for tax differed from the amounts computed by applying the U.S.

federal income tax rates of 21 % in each of the years ended 2024, 2023 and 2022, to income (loss) before income taxes as a result of the following:

Year Ended December 31,

US state & local

Total current tax expense (benefit)

Deferred tax expense (benefit)

$ ( 77 ) $ ( 10 ) $ 184

US state & local

( 11 ) ( 26 ) ( 112 )

Total deferred tax expense (benefit)

( 149 ) 101 72

Provision for (benefit from) income taxes

$ 271 $ 310 $ 141

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies , the Company's actual provision for tax differed from the amounts computed by applying the U.S.

federal income tax rate of 21% to pretax income as a result of the following (in thousands, except for percentages):

As of December 31,

Effective tax rate reconciliation

US federal statutory income tax rate

$ ( 4,427 ) 21.0 %

Domestic federal

Research credits ( 77 ) 0.4 %

Nontaxable and nondeductible items

Non-deductible executive compensation 2,217 ( 10.5 ) %

Changes in valuation allowances ( 254 ) 1.2 %

Excess tax benefits on share-based payments ( 2,115 ) 10.0 %

Other 323 ( 1.5 ) %

Domestic state and local income taxes, net of federal effect ( 407 ) 1.9 %

Foreign tax effects 350 ( 1.7 ) %

Worldwide changes in unrecognized tax benefits 4,662 ( 22.1 ) %

Total income tax expense (benefit) $ 271 ( 1.3 ) %

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in millions):

Year ended December 31,

Federal tax statutory rate 21.0 % 21.0 %

7 unchanged sentences

Effective income tax rate 0.6 % ( 0.1 ) %

The Company determines the amount of state tax liability based on current year operations.

In accordance with the guidance under ASU 2023-09, California, Pennsylvania, and New York contributed to a majority of the effect of the state income taxes.

Deferred income tax assets and liabilities consist of the following (in thousands):

8 unchanged sentences

Other 1,130 1,061

Gross deferred tax assets 106,629 120,654

Valuation allowance ( 92,217 ) ( 102,865 )

Total deferred tax assets

104,230 106,629

Valuation allowance

( 92,636 ) ( 92,217 )

Deferred tax assets, net of valuation allowance

11,594 14,412

Deferred tax liabilities:

Purchased intangibles ( 3,269 ) ( 4,828 )

Operating leases right-of-use assets ( 5,858 ) ( 6,914 )

Right-of-Use Asset ( 4,693 ) ( 5,858 )

Property and equipment ( 3,363 ) ( 3,524 )

1 unchanged sentence

Total deferred tax liabilities

Net deferred tax liabilities

( 11,775 ) ( 14,576 )

Net deferred tax asset (liability)

$ ( 181 ) $ ( 164 )

The Company assesses the realizability of its net deferred tax assets by evaluating all available evidence, both positive and negative, including (1) cumulative results of operations in recent years, (2) sources of recent losses, (3) estimates of future taxable income and (4) the length of net operating loss carryforward periods.

2 unchanged sentences

net deferred tax assets.

The Company has also placed a valuation allowance on the net deferred tax assets of its Australian operations.

Accordingly, the U.S.

and Sweden net deferred tax assets have been offset by a full valuation allowance.

The valuation allowance decreased by $ 10.6 million and increased by $ 43.4 million during the years ended December 31, 2024 and 2023, respectively.

The valuation allowance increased by $ 0.4 million and decreased by $ 10.6 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had domestic federal net operating loss carryforwards of $ 130.8 million, domestic state net operating loss carryforwards of $ 6.2 million, and foreign net operating loss carryforwards of $ 29.3 million that can reduce future taxable income.

The domestic federal and state net operating loss carryforwards will begin to expire in 2026 and 2027, respectively.

The foreign net operating loss carryforwards can be carried forward indefinitely.

The foreign and $ 111 million of federal net operating loss carryforwards can be carried forward indefinitely.

As of December 31, 2025, the Company had credit carryforwards of approximately $ 12.4 million and $ 13.9 million available to reduce future taxable income, if any, for domestic federal and California state income tax purposes, respectively.

1 unchanged sentence

California credits have no expiration date.

The Company has recorded a valuation allowance against its deferred tax assets at December 31, 2024 and 2023 because the Company's management believes that it is more likely than not that these assets will not be fully realized.

The decrease in the valuation allowance is approximately $ 10.6 million in the year ended December 31, 2024.

A reconciliation of the Company's unrecognized tax benefits is as follows (in thousands):

1 unchanged sentence

2025 2024 2023

Balance at the beginning of the year $ 6,184 $ 5,436 $ 4,156

Additions based on tax positions related to the current year 1,323 839 1,255

Additions based on tax positions related to prior years 1,134 — 25

Decreases based on tax positions related to prior years — ( 91 ) —

Balance at the end of the year $ 8,641 $ 6,184 $ 5,436

Unrecognized tax benefits

Balance, beginning of year

$ 8,641 $ 6,184 $ 5,436

Increases related to prior year tax positions

4,587 1,134 —

Decreases related to prior year tax positions

( 525 ) — ( 91 )

Increases related to current year tax positions

776 1,323 839

Balance, end of year

$ 13,479 $ 8,641 $ 6,184

Year ended December 31,

Income taxes paid, net of refunds received

state & local

None of the $ 13.5 million of net unrecognized tax benefit as of December 31, 2025, if recognized, would impact the Company's effective tax rate.

During the year ended December 31, 2025, given the Company's valuation allowance, the uncertain tax benefits would not have impacted the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

As of December 31, 2024 and December 31, 2023, the Company had in each year $ 0.2 million of cumulative interest and penalties related to unrecognized tax benefits., of which approximately $ 0.2 million has been recorded as a noncurrent liability.

At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities.

The Company does not anticipate a significant change in the unrecognized tax benefits over the next 12 months.

The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations.

1 unchanged sentence

In the foreign jurisdictions where the Company files income tax returns, the statutes of limitations with respect to these jurisdictions vary from jurisdiction to jurisdiction and range from 4 to 6 years.

As of December 31, 2025, the Company had gross unrecognized tax benefits of $ 13.5 million which included penalties and interest of $ 0.2 million, of which approximately $ 0.2 million is recorded as a noncurrent liability.

At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities;

therefore, such amounts are not included in the above contractual obligation table.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Company’s CODM, or decision making group, whose function is to allocate resources to and assess the performance of the operating segments.

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker, or CODM, whose function is to allocate resources to and assess the performance of the operating segments.

The Company has identified its President and Chief Executive Officer as the CODM.

1 unchanged sentence

The Company has determined that it has one operating segment, and therefore, one reportable segment.

Revenues by geographic regions are based upon the customers’ ship-to address for product revenue, the region of testing for testing services revenue and the region where the performance obligation is satisfied for patient and digital solutions revenue.

The following table summarizes reportable revenues by geographic regions (in thousands):

Revenue by geographic regions are based upon the customers’ ship-to address for product revenue, the region of testing for testing services revenue and the region where the performance obligation is satisfied for patient and digital solutions revenue.

The following table summarizes reportable revenue by geographic regions (in thousands):

Year Ended December 31,

6 unchanged sentences

United States $ 29,908 $ 26,024 $ 19,753

Europe 10,549 9,901 9,081

Rest of World 18,469 14,759 13,764

2 unchanged sentences

United States $ 56,652 $ 43,461 $ 36,719

Europe 120 266 468

Rest of World 281 160 403

2 unchanged sentences

Total United States $ 359,939 $ 317,732 $ 265,630

Total Europe $ 10,669 $ 10,167 $ 9,549

Total Rest of World $ 19,866 $ 16,053 $ 14,694

4 unchanged sentences

United States $ 32,635 $ 33,286

Europe 258 476

Rest of World 336 266

Total $ 32,971 $ 33,552

The Company’s CODM assessed the Company’s performance by using net income (loss).

The CODM assesses the Company’s performance by using net (loss) income.

The CODM uses net income (loss) predominately in the annual budget and forecasting process.

The Company's objective in making resource allocation decisions is to optimize the consolidated financial results.

The CODM considers budget-to-actual variances on a quarterly basis for the profit measure when making decisions.

The CODM organizes the business and leaders functionally.

The CODM assesses performance and resources are allocated to functions which utilizes those allocations across the business's services, products and digital solutions offerings.

The following table summarizes the reconciliation to net income (loss) (in thousands):

The CODM assesses performance and resources are allocated to functions which utilize those allocations across the business's testing services, products and digital solutions offerings.

The following table summarizes the reconciliation to net (loss) income (in thousands):

Year Ended December 31,

4 unchanged sentences

48,377 40,783 33,517

Patient and digital revenue

Patient and digital solutions revenue

56,933 43,621 37,122

16 unchanged sentences

34,864 66,406 49,086

Litigation expense

Litigation settlement expense

5,710 ( 96,300 ) 96,300

Transformational initiative costs 2

Other segment items 3

2 unchanged sentences

( 9,174 ) ( 11,765 ) ( 11,867 )

Segment and consolidated net income (loss)

Segment and consolidated net (loss) income

$ ( 21,354 ) $ 52,549 $ ( 190,284 )

1 Cost of testing services and cost of product include depreciation expense.

1 Cost of testing services, cost of product and cost of patient and digital solutions include depreciation expense.

2 Transformational initiative costs consist of consulting expenses which relate to the Company's ongoing transformation strategy that the Company has undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth, including rebranding costs.

3 Other segment items include the following:

restructuring costs, acquisition costs, software expenses, corporate expenses, rent and maintenance expense, travel and event related expense, and other expenses (income).

RESTRUCTURING

In the years 2024 and 2023, the Company announced a reduction of its workforce to simplify and streamline its organization and strengthen the overall effectiveness of its operations.

The restructuring charges are primarily related to employee severance pay and related costs.

The Company incurred $ 1.8 million and $ 2.2 million in restructuring charges related to this plan for the years ended December 31, 2024 and 2023, respectively.

The Company completed the 2024 and 2023 restructurings as of December 31, 2024 and 2023, respectively.

SUBSEQUENT EVENTS

Stock Repurchase Program

On February 20, 2025, the Company's Board of Directors approved a Stock Repurchase Program (the "Repurchase Program"), whereby the Company may purchase up to $ 50 million in shares of its common stock over a period of up to two years , commencing on February 20, 2025.

The Repurchase Program may be carried out, subject to approval by the committee of the Board of Directors, through open market purchases , one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

On February 24, 2025, the District Court for the District of Delaware entered an order overturning Natera's $ 96.3 million jury verdict against the Company.

In light of that decision, the Company concluded that the associated liability, which had been previously recognized as other liabilities on the consolidated balance sheets as of December 31, 2023, was no longer probable and was reversed as of December 31, 2024.

restructuring costs, acquisition costs, software expenses, corporate expenses, rent and maintenance expense, travel and event related expense, one-time impairment charge on intangible asset and associated construction in progress, and other expenses (income).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data