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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-28 · 81 added, 68 removed, 393 unchanged (27% of the section changed)

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The following is a discussion and year-to-year comparisons of our financial condition and results of operations for the years ended December 31, 2025 and 2024.

For a discussion of the results of operations and financial condition for the years ended December 31, 2023 and year-to-year comparisons between 2023 and 2022, please refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” section of our Annual Report on Form 10-K filed with the SEC on March 13, 2024 .

For a discussion of the results of operations and financial condition for the years ended December 31, 2024 and year-to-year comparisons between 2024 and 2023, please refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” section of our Annual Report on Form 10-K filed with the SEC on February 28, 2025 .

We are a leading cell analysis solutions company advancing the next generation of research and clinical tools with our novel technical approach of leveraging the full spectrum of fluorescence signatures from multiple lasers to distinguish fluorescent tags on single cells (“Full Spectrum Profiling” or “FSP” technology).

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Our FSP platform includes instruments, accessories, reagents, software and services to provide a comprehensive and integrated suite of solutions for our customers.

Our FSP cell analyzers, the Cytek Aurora and Northern Lights systems, deliver high-resolution, high-content and high-sensitivity cell analysis and addresses the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.

Our FSP cell analyzers, the Cytek Aurora, Northern Lights and Cytek Aurora Evo systems, deliver high-resolution, high-content and high-sensitivity cell analysis and addresses the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.

Additionally, our Cytek Aurora cell sorter (“Aurora CS system”) leverages our FSP technology to further broaden our potential applications across cell analysis.

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Since our first U.S.

commercial launch in mid-2017 through December 31, 2024, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinical research organizations (“CROs”).

On February 28, 2023, we completed the acquisition of certain assets (the “FCI Acquisition”) relating to the flow cytometry and imaging business of Luminex Corporation (“Luminex”), including relating to the business of manufacturing, marketing, selling, servicing and maintaining Amnis- and Guava-branded instruments, and flow cytometry reagent products and services (the “FCI Business”).

The acquired FCI Business includes conventional flow and image-based flow cytometry instrumentation and related products and services (the “FCI Products”), which provide insights into all facets of cellular phenotypes and morphology.

The acquisition supports our plan to develop new products and capabilities with flow cytometry and imaging technology, expand our reach and offerings into customer segments previously underserved, and increase the efficiency of our operations.

commercial launch in mid-2017, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and contract research organizations (“CROs”).

In addition to our FSP product portfolio, pursuant to an acquisition in February 2023, we offer conventional flow and image-based flow cytometry instrumentation and related products and services under the Amnis ® and Guava ® brands, which provide insights into all facets of cellular phenotypes and morphology.

Amnis instruments and applications are important tools in the investigation of cell morphology, intracellular translocation and cell-cell interaction in a variety of research areas, including immunology, neurobiology, stem cell research and cell biology.

Guava flow cytometers expand our core instrument offerings, adding cost-effective, entry-level and personal instrument options with microcapillary-based fluidics for cell analysis.

The Guava microcapillary-based flow cytometers are mainly adopted by entry to mid-range flow cytometry users who are looking for easy-to-use and cost-effective solutions for applications, such as cell counting, cell biology and lower-plex immunophenotyping.

We manufacture our instruments in our facilities in Fremont, California;

Seattle, Washingto n;

and Singapore.

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Since our inception in 2014, we have financed our operations primarily through sales of our securities and revenue from the sale of our products and services.

Our net loss was $6.0 million and $12.1 million f or the years ended December 31, 2024 and 2023, respectively, and our net income was $2.5 million for the year ended December 31, 2022.

The change for the year ended December 31, 2024 compared to the year ended December 31, 2023 resulted primarily from an increase in revenues and gross profit and a reduction in operating expenses.

Our net loss was $66.5 million , $6.0 million and $12.1 million f or the years ended December 31, 2025, 2024 and 2023, respectively.

The change for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily driven by the recording of a $33.1 million valuation allowance against deferred tax assets in 2025.

In addition, lower gross profit, increased operating expenses, and an operating and interest expense reduction related to a change in estimate of a license and royalty settlement liability in 2024, contributed to the overall year-over-year change.

We expect our expenses will increase substantially in connection with our ongoing activities, as we:

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Revenue mix and gross margin

Our revenue is primarily derived from sales of our instruments and services with our instruments recognizing higher revenue and gross profit than our services.

Our revenue is primarily derived from sales of our instruments and services.

Although we expect sales of our instruments to continue to represent the largest percentage of our revenue in the future, we expect service revenue to increase as a percentage of our total revenue and our gross margins to experience a corresponding improvement as we grow our installed base and increase our focus on leveraging our fixed manufacturing and service overhead costs.

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Known Trends, Events and Uncertainties

Our business, results of operation and financial condition are dependent on both domestic and global macroeconomic conditions.

Recent inflation trends may adversely affect our business and corresponding financial position and cash flows.

Inflationary factors, such as increases in the cost of materials and supplies, labor and benefit costs and overhead costs may adversely affect our operating results.

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if the rate of inflation increases) on our operating costs, including our labor costs and research and development costs, due to inflationary pressures as well as supply chain constraints, consequences associated with future public health crises, the ongoing conflict between Russia and Ukraine, and the conflicts in the Middle East.

Certain of our pharmaceutical and biotech customers based in the United States have been impacted by the difficult fundraising environment for small companies and generally high interest rates.

We believe these factors contributed to longer sales cycles, which adversely impacted our operating results for the three months and full year ended December 31, 2025, and may adversely affect our operating results in the future.

The strengthening of the U.S.

dollar in late 2024 against the currencies of other countries where we do business had a negative impact on revenue in the fourth quarter of 2024 and may have a continuing negative impact in the near future.

The Trump administration has signaled changes to existing U.S.

trade policies, including imposing tariffs on imports from Mexico, Canada, and China, announcing plans for reciprocal tariffs on all U.S.

trading partners, and renegotiating or potentially terminating existing bilateral and multi-lateral trade agreements.

Although we cannot predict the ultimate extent

to which the United States or other countries will impose quotas, duties, reciprocal tariffs, taxes, or other similar restrictions upon the import or export of our products, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, the Trump administration’s imposition of tariffs as well as threatened and actual retaliatory tariffs against U.S.

government has made and continues to signal additional changes to existing U.S.

trade policies, including imposing and announcing plans for tariffs on all U.S.

trading partners including China, and renegotiating or potentially terminating existing bilateral and multi-lateral trade agreements.

Certain foreign governments have announced or implemented retaliatory tariffs against U.S.

goods and other non-tariff protectionist measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S.

entities, which may limit our ability to compete internationally and attract non-U.S.

investment, employees, customers and suppliers.

Although we cannot predict the ultimate extent to which the United States or other countries will impose quotas, duties, reciprocal tariffs, taxes, or other similar restrictions upon the import or export of our products, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, the U.S.

government’s imposition of tariffs as well as threatened and actual retaliatory tariffs against U.S.

goods may have a negative impact on our revenue and costs in the future.

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government in January 2025 that impact exports of certain products and technology, including high-parameter and spectral flow cytometers and cell sorters and certain mass spectrometry equipment to certain countries, including China, may have a negative impact on our sales, manufacturing and research and development activities.

Finally, changes in the National Institute of Health policy with respect to grants for academic research, specifically, the reduction in indirect cost reimbursement, may impact our revenue from academic and government customers in the near term.

Finally, changes in the U.S.

National Institutes of Health (“NIH”) policy with respect to grants for academic research, specifically, the reduction in indirect cost reimbursement, has impacted and may continue to impact our revenue from academic and government customers in the near term.

For a further discussion of trends, events, uncertainties and other factors that could impact our operating results, see the section titled “Risk Factors” in Item 1A of Part I in this Annual Report on Form 10-K.

Components of our results of operations

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We currently generate our total revenue, net from product revenue and service revenue.

Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Aurora CS, Amnis and Guava systems, instrument accessories, such as loaders, and consumables, such as reagents.

We offer multiple versions of our instruments with different price points based on the number of lasers integrated in the systems.

Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Cytek Aurora Evo, Aurora CS, Amnis and Guava systems, instrument accessories, such as loaders, and consumables, such as reagents.

We offer multiple versions of our FSP systems with different price points based on the number of lasers integrated in the systems.

We also derive revenue from sales of our conventional flow cytometry system, which is available for sale in China.

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Our revenue was $201.5 million, $200.5 million and $193.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

A portion of our revenue for the three and twelve months ended December 31, 2024, and December 31, 2023, were attributable to the acquired FCI Business.

Total cost of sales, gross profit and gross margin

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Other income (expense), net

Interest expense.

Interest expense consists primarily of accretion of the present value of the litigation settlement liability.

Interest income (expense), net.

Interest income (expense), net consists primarily of accretion of the present value of the litigation settlement liability.

See our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding the settlement.

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Our interest income consists primarily of interest earned on our cash and cash equivalents which are invested in cash deposits and in money market funds.

Other income (expense), net.

Our income (expense), net consists primarily of foreign exchange gains and losses.

Other income, net.

Our other income, net consists primarily of investment income from our marketable securities offset by foreign exchange gains and losses.

Our provision for (benefit from) income taxes consists primarily of provision for federal taxes and local taxes in the United States as well as foreign taxes.

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Product revenue decreased by $9.0 million, or 6%, to $144.2 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The decrease was primarily driven by less revenue contribution in 2024 from the FCI Products, upgrades, and loaders.

Unit volumes increased 8.5% for spectral and imaging products, including the Aurora and Northern Lights analyzers, Aurora CS cell sorters and Amnis imaging systems.

This was offset by lower average selling prices.

The decrease was primarily driven by a decline in instrument revenue offset by growth in reagent revenue.

Unit volumes decreased 6.0% for spectral and imaging products, including the Cytek Aurora, Northern Lights, Aurora CS and ImageStream systems.

Service revenue increased by $10.1 million, or 21%, to $57.3 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase in service revenue was mainly driven by continued growth in the instruments installed base with more instruments coming off warranty contributing to greater contract and time and material service revenue.

The increase in service revenue was mainly driven by continued growth in

the installed base of our instruments with more instruments with expiring warranties contributing to greater contract and time and material service revenue.

Total cost of sales, gross profit and gross margin

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Total cost of sales increased by $7.7 million, or 9%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase in cost of sales was driven by increases in product unit volume and service revenue, and was primarily due to increased material costs, increased service and manufacturing headcount and associated personnel cost, partially offset by lower warranty cost.

The increase in cost of sales was driven primarily by an increase in service revenue, and associated service material, headcount, and other overhead costs.

Product cost of sales increased due to higher tariff costs and higher overhead costs resulting from transitioning a manufacturing facility overseas, offset by lower material costs as a result of lower instrument volume.

Total gross margin was 52% and 55% as a percent of total revenue for the years ended December 31, 2025 and 2024, respectively.

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Product cost of sales for the year ended December 31, 2025 increased by 1% as compared to the same period in 2024.

The lower product gross margins in the year ended December 31, 2024 compared to the year ended December 31, 2023 were driven by higher material costs, less favorable instrument product mix and higher production overhead costs.

The lower product gross margins in the year ended December 31, 2025 compared to the year ended December 31, 2024 were primarily due to higher tariffs costs as well as higher production overhead costs related to transitioning a manufacturing facility overseas.

Service revenue and service gross profit for the year ended December 31, 2025 increased by 21% and 12%, respectively, as compared to the year ended December 31, 2024.

Service cost of sales for the year ended December 31, 2025 increased by 34% as compared to the same period in 2024.

The higher service gross margins in the year ended December 31, 2024 compared to the year ended December 31, 2023 were mainly driven by lower overhead costs as a percentage of sales due to higher revenue and greater overhead cost productivity, and lower material costs as a percentage of sales.

The higher service gross profit in the year ended December 31, 2025 compared to the year ended December 31, 2024 was driven by higher revenue, while higher headcount, overhead, and material costs as a percentage of service revenue contributed to lower service gross margin.

Operating expenses

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Research and development expenses were $36.5 million for the year ended December 31, 2025 as compared to $39.4 million for the year ended December 31, 2024.

The decrease of $4.7 million in research and development expenses was primarily due to a decrease in research and development compensation and engineering expense driven by efforts to streamline and focus our research and development efforts.

The decrease of $2.9 million in research and development expenses was primarily due to a decline in research and development compensation expense, driven by efforts to streamline and focus our research and development activities.

We expect our research and development expense to increase in absolute dollars going forward as we continue to develop new products and enhance existing instruments and technologies.

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Sales and marketing expenses were $49.4 million for the year ended December 31, 2025 as compared to $49.1 million for the year ended December 31, 2024.

The flat sales and marketing expenses year-over-year was due to re-organization of the commercial team to drive increased revenue with a more focused and efficient sales team.

The relatively flat sales and marketing expenses year-over-year was due to re-organization of the commercial team to drive increased revenue with a more focused and efficient sales team.

We expect our sales and marketing expenses to increase in absolute dollars in the future as we hire additional sales and marketing personnel, expand our sales support infrastructure and invest in our brand and product awareness to further penetrate the United States and the international markets.

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General and administrative expenses were $58.9 million for the year ended December 31, 2025 as compared to $43.1 million for the year ended December 31, 2024.

The decrease of $0.9 million in general and administrative expenses was primarily due to a one-time benefits of $2.6 million related to change in estimate to the royalty settlement liability, which partially offset by higher stock compensation expense.

The increase of $15.8 million in general and administrative expenses was primarily due to higher patent litigation expenses, and also higher compensation, sales and use tax, and software expenses, and a lower benefit related to the change in estimate of the royalty settlement liability with Becton, Dickinson and Company (“BD”).

See Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on the legal settlement liability.

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Interest income (expense), net $ (474) $ 5,239 $ (5,713) (109) %

Interest income was $5.2 million for the year ended December 31, 2024 as compared to interest expense of $2.1 million for the year ended December 31, 2023.

The $7.3 million in interest income was primarily due to a one-time benefit of $6.3 million change in estimate to the royalty settlement liability with Becton, Dickinson and Company, and $1.0 million of lower interest expense in 2024 compared to our debt instruments in China in prior year.

Interest expense was $0.5 million for the year ended December 31, 2025 as compared to interest income of $5.2 million for the year ended December 31, 2024.

The $5.7 million decrease in interest income was primarily due to a benefit of $5.3 million change in estimate to the royalty settlement liability with BD.

See Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on the legal settlement liability.

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Interest income was $2.2 million and $5.1 million for the years ended December 31, 2025 and 2024, respectively.

The decrease of $1.3 million in interest income was primarily the result of lower cash and cash equivalents and short term investment balances as compared to the year ended December 31, 2023.

The decrease of $2.9 million in interest income was primarily the result of a lower interest rate environment and lower cash and cash equivalents and short term investment balances as compared to the year ended December 31, 2024.

This was a result of the movement of assets from interest bearing accounts to marketable securities investment accounts which are classified as investment income rather than interest income.

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Other income, net was $8.8 million for the year ended December 31, 2025 as compared to other income, net of $4.5 million for the year ended December 31, 2024, respectively.

The decrease of $3.3 million was primarily due to higher realized and unrealized foreign exchange losses in 2024.

The increase of $4.3 million was primarily due to $3.6 million of realized and unrealized foreign exchange losses in 2024, compared to $0.7 million of gains in 2025.

Year ended December 31, Change

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The benefit from income taxes was $0.3 million for the year ended December 31, 2024.

The net change of $3.9 million for the year ended December 31, 2024 was the result of a lower loss before income taxes (primarily due to the adjustment to the royalty settlement liability), higher nondeductible stock based compensation, and lower R&D and foreign tax credits and benefits due to prior year true ups and global mix of earnings, offset by lower foreign income inclusion and lower tax rates on higher foreign earnings.

The net change of $36.4 million for the year ended December 31, 2025 was primarily driven by the recording of a valuation allowance against deferred tax assets of $33.6 million due to the uncertainty of realizing the associated future tax benefit and an increase in current year tax expense from foreign jurisdictions of $2.5 million.

Non-GAAP Financial Measure

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To date, our primary sources of capital have been through sales of our securities and revenue from the sale of our products and services.

As of December 31, 2024 and December 31, 2023, we had approximately $277.9 million and $262.7 million, respectively, in cash and cash equivalents and short term investments, which were primarily held in U.S.

As of December 31, 2025 and December 31, 2024, we had approximately $261.5 million and $277.9

million, respectively, in cash and cash equivalents and short term investments, which were primarily held in U.S.

short-term bank deposit accounts, money market funds, U.S.

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(“Piper”) as sales agent to sell from time to time up to $150.0 million of our common stock through an “at-the-market” offering program.

To date, we have not made any sales of common stock pursuant to the Sales Agreement.

The securities in this transaction were offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No.

333-267118) that was filed with the SEC on August 26, 2022.

333-267118) that was filed with the SEC on August 26, 2022 and expired in August 2025.

As of the termination of the 2022 Sales Agreement in August 2025, concurrent with the expiration of the automatic shelf registration statement, the Company had not made any sales of common stock pursuant to the 2022 Sales Agreement.

Accordingly, $0.7 million in transaction expenses recorded as prepaid offering costs have been expensed and recorded in the third quarter of 2025.

Share repurchases

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The repurchase program expired on December 31, 2024.

Under these two repurchase programs, the Company has purchased an aggregate of 10,585,404 shares of its outstanding common stock for a total cost of approximately $65.5 million at an average price per share of $6.19.

On December 11, 2024, our board of directors approved a new program for the repurchase by the Company of up to an aggregate of $50 million of its outstanding common stock commencing January 1, 2025, to succeed the expiration of the previous $50 million repurchase program on December 31, 2024.

On December 11, 2024, the Board approved a program for the repurchase by the Company of up to an aggregate of $50 million of its outstanding common stock commencing January 1, 2025.

During the twelve months ended December 31,

2025, the Company repurchased 3,292,588 shares of its outstanding common stock for a total cost of approximately $15.1 million at an average price per share of $4.56.

As of December 31, 2025, the Company had a remaining authorized amount of $35.0 million in the repurchase program.

The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards.

The repurchased shares of common stock were retired.

The repurchase program expired on December 31, 2025.

Under these repurchase programs, the Company has purchased an aggregate of 13,877,992 shares of its outstanding common stock for a total cost of approximately $80.8 million at an average price per share of $5.80 as of December 31, 2025.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law.

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Operating activities

Net cash provided by operating activities for the year ended December 31, 2024 was $25.4 million including net loss of $6.0 million.

We also incurred non-cash stock-based compensation expense, depreciation and amortization, amortization of right-of-use assets, and provision for excess and obsolete inventory of $26.8 million, $7.2 million, $3.3 million, and $1.6 million, respectively.

We had gain on investment accretion and amortization of $5.2 million, and interest expenses for accretion of the legal settlement liabilities $7.2 million, and deferred income taxes of $2.9 million.

Cash provided included an increase in deferred revenue of $3.7 million, a decrease of inventories of $14.8 million and an increase in trade accounts payable of $2.6 million.

This was partially offset by an increase of trade accounts receivable of $5.4 million, an increase in prepaid expenses and other assets of $2.8 million, a decrease in the legal settlement liability of $1.1 million, and a decrease of operating lease liabilities of $3.2 million, and a decrease of accrued expenses and other liabilities of $0.8 million.

Net cash used in operating activities for the year ended December 31, 2023 was $5.3 million including net income of $12.1 million.

We also incurred non-cash stock-based compensation expense, depreciation and amortization, amortization of right-of-use assets, and interest expenses for accretion of the legal settlement liabilities and provision for excess and obsolete inventory of $22.0 million, $6.0 million, $3.2 million, $1.6 million, and $1.5 million respectively.

We had gain on investment accretion and amortization of $6.7 million.

Cash provided included an increase in deferred revenue of $6.5 million, a decrease of inventories of $4.3 million, an increase in accrued expenses and other liabilities of $0.7 million.

This was partially offset by an increase of trade accounts receivable of $7.3 million, an increase in prepaid expenses and other assets of $9.5 million, a decrease in the legal settlement of $0.3 million, and a decrease of operating lease liabilities of $3.1 million, and a decrease of trade accounts payables of $1.8 million.

Net cash used in operating activities for the year ended December 31, 2025 was $4.7 million.

The primary factors affecting our operating cash flows during the period were our net loss of $66.5 million, impacted by our non-cash charges of $66.6 million, primarily consisting of stock-based compensation expense of $24.6 million, depreciation and amortization of $7.6 million, amortization of right-of-use assets of $4.4 million, and provision for excess and obsolete inventory of $1.7 million, respectively, partially offset by gain on investment accretion and amortization of $5.7 million, deferred income taxes of $33.6 million, and interest expenses for accretion of the legal settlement liabilities $0.3 million.

The cash used in changes in our operating assets and liabilities of $4.8 million were primarily due to an increase of inventories of $5.2 million, a decrease of operating lease liabilities of $4.1 million, and a decrease in the legal settlement liability of $1.1 million, and an increase in prepaid expenses and other assets of $2.7 million.

These amounts were partially offset by cash provided from changes in our operating assets and liabilities of an increase in deferred revenue of $3.6 million, and a decrease of accrued expenses and other liabilities of $4.0 million, and an increase in trade accounts payable of $0.4 million.

Net cash provided by operating activities for the year ended December 31, 2024 was $25.4 million.

The primary factors affecting our operating cash flows during the period were our net loss of $6.0 million, impacted by our non-cash charges of $23.7 million, primarily consisting of stock-based compensation expense of $26.8 million, depreciation and amortization of $7.2 million, amortization of right-of-use assets of $3.3 million, and provision for excess and obsolete inventory of $1.6 million respectively, partially offset by interest expenses for accretion of the legal settlement liabilities of $7.2 million, gain on investment accretion and amortization of $5.2 million, and deferred income taxes of $2.9 million.

The cash provided by changes in our operating assets and liabilities of $7.7 million were primarily due to a decrease of inventories of $14.8 million, an increase in deferred revenue of $3.7 million, and a decrease of trade accounts payables of $2.6 million.

These amounts were partially offset by cash used from changes in our operating assets and liabilities of an increase of trade accounts receivable of $5.4 million, an increase in prepaid expenses and other assets of $2.8 million, a decrease in the legal settlement liability of $1.1 million, and a decrease of operating lease liabilities of $3.2 million, and an increase in accrued expenses and other liabilities of $0.8 million.

Investing activities

Net cash used in investing activities during the year ended December 31, 2024 was $83.0 million driven by purchases of marketable securities of $274.1 million, the purchase of the Cytometric Engineering Ltd.

FlowCEL) business of $0.5 million, purchases of property and equipment of $3.5 million, purchase of intangible assets of $0.2 million, partially offset by proceeds from maturities of marketable securities of $195.0 million, and proceeds from sales of property and equipment of $0.3 million.

Net cash used in investing activities during the year ended December 31, 2023 was $93.9 million driven by purchases of marketable securities of $175.9 million, the purchase of the FCI business of $44.9 million, purchases of property and equipment of $4.6 million, purchase of intangible assets of $0.2 million, and payment of investments in Japan of $0.2 million, partially offset by proceeds from maturities of marketable securities of $132.0 million.

Net cash provided by investing activities during the year ended December 31, 2025 was $10.1 million driven by proceeds from maturities of marketable securities of $292.2 million, and proceeds from sales of property and equipment of $0.3 million, partially offset by purchases of marketable securities of $278.2 million, purchases of property and equipment of $4.1 million.

Net cash used in investing activities during the year ended December 31, 2024 was $83.0 million driven by purchases of marketable securities of $274.1 million, purchases of property and equipment of $3.5 million, the purchase of the Cytometric Engineering Ltd.

FlowCEL) business of $0.5 million, and purchase of intangible assets of $0.2 million, partially offset by proceeds from maturities of marketable securities of $195 million, and proceeds from sales of property and equipment of $0.3 million.

Financing activities

Net cash used in financing activities during the year ended December 31, 2024 was $15.8 million driven by $21.6 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.6 million, partially offset by proceeds from line of credit of $4.2 million, the issuance of our common stock under our equity incentive plans of $1.0 million and the issuance of our common stock under our Employee Stock Purchase Plan of $1.7 million.

Net cash used in financing activities during the year ended December 31, 2023 was $41.8 million driven by $44.2 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.4 million, partially offset by the issuance of our common stock under our equity incentive plans of $1.5 million and the issuance of our common stock under our Employee Stock Purchase Plan of $1.9 million.

Net cash used in financing activities during the year ended December 31, 2025 was $13.4 million driven by $15.1 million of costs related to our share repurchase program, $4.7 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.7 million, partially offset by proceeds from line of credit of $5.6 million, the issuance of our common stock under our Employee Stock Purchase Plan of $1.1 million, and the issuance of our common stock under our equity incentive plans of $0.3 million.

Net cash used in financing activities during the year ended December 31, 2024 was $15.8 million driven by $21.6 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.6 million, partially offset by partially offset by proceeds from line of credit of $4.2 million, the issuance of our common stock under our Employee Stock Purchase Plan of $1.7 million, and the issuance of our common stock under our equity incentive plans of $1.0 million.

Contractual Obligations and Commitments

During the year ended December 31, 2024, there were no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition” which is contained in our Form 10-K and filed with the SEC on March 13, 2024.

During the year ended December 31, 2025, there were no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition” which is contained in our Form 10-K and filed with the SEC on February 28, 2025.

Off-balance sheet arrangements

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(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

(iv) allocate the transaction price to the

performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

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Performance obligations are considered distinct if they are both capable of being distinct, and distinct within the context of the contract.

Company identified the following performance obligations in the contracts:

The Company identified the following performance obligations in the contracts:

product sales of instrument systems, installation on instrument systems, delivery of instrument accessories such as loaders, consumables, reagents, extended service contracts and professional services revenue for post-warranty service contracts, preventative maintenance plans, repairs, installations, training, time and material services and other specialized support services.

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These factors are impacted by market and economic conditions, technology changes, and new product introductions and require estimates that may include elements that are uncertain.

Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.

Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to, expected product lifecycles,

product development plans and historical usage by product.

If inventory is written down, a new cost basis is established that cannot be increased in future periods.

1 unchanged sentence

Contract assets are recorded when the amount of revenue recognized exceeds the amount invoiced to the customer and the right to payment is not solely subject to the passage of time.

As of December 31, 2024 and 2023, we had

immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.

As of December 31, 2025 and 2024, we had immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.

Contract liabilities consist of fees invoiced or paid by our customers for which the associated services have not been performed and revenue has not been recognized based on our revenue recognition criteria described above.

24 unchanged sentences

Dividend yield — — —

Expected volatility—Expected volatility is estimated by analyzing the historical volatility of selected industry peers, and the Company's historical market data for the assessment corresponds to the expected term of the awards.

Expected volatility—Expected volatility is estimated by analyzing the Company’s historical market data for the assessment corresponds to the expected term of the awards.

Expected term—Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method.

5 unchanged sentences

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 7. Management’s Discussion and Analysis