Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decision regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013 framework) (the “COSO criteria”). Based on our assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on the COSO criteria. The independent registered public accounting firm that audited the consolidated financial statements that are included in this Annual Report on Form 10-K has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2025. The report appears below.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Halozyme Therapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Halozyme Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Halozyme Therapeutics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 17, 2026 expressed an unqualified opinion thereon.
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 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. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ Ernst & Young LLP
San Diego, California
February 17, 2026
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Item 9B. Other Information
During the three months ended December 31, 2025, the following officers adopted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408 of Regulation S-K) as noted in the table below.
Trading Arrangement
Name and Title
Action
Date
Rule 10b5-1*
Non-Rule 10b5-1**
Total Shares To Be Sold
Expiration Date
Helen Torley
Adoption
12/3/2025 X
700,000 7/30/2027
President and Chief Executive Officer
Nicole LaBrosse
Termination
12/2/2025 X
17,110 ***
Terminated
Senior Vice President and Chief Financial Officer
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** Non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K under the Exchange Act.
*** Includes restricted stock units less the amount of shares that will be withheld to satisfy the payment of tax withholding obligations due upon vesting.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item regarding directors is incorporated by reference to our definitive Proxy Statement (the “Proxy Statement”) to be filed with the Securities and Exchange Commission in connection with our 2026 Annual Meeting of Stockholders no later than 120 days after December 31, 2025 under the heading “Election of Directors.” Our Code of Conduct and Ethics applies to all of our employees, officers and directors and is available on our website at www.halozyme.com. Amendments to or waivers of our Code of Conduct and Ethics granted to any of our directors or executive officers will be published promptly within four business days on our website, www.halozyme.com. Please note that the information on our website is not incorporated by reference in this Annual Report on Form 10-K. The information required by this item regarding our Audit Committee is incorporated by reference to the information under the caption “Board Meetings and Committees—Audit Committee” to be contained in the Proxy Statement. The information required by this item regarding material changes, if any, to the process by which stockholders may recommend nominees to our Board of Directors is incorporated by reference to the information under the caption “Board Meetings and Committees—Nominating and Governance Committee” to be contained in the Proxy Statement. The information required by this item regarding our insider trading policies and procedures is incorporated by reference to the information under the caption “Insider Trading Policies and Procedures” to be contained in our Proxy Statement. The information required by this item regarding any delinquent Section 16(a) reporting is incorporated by reference to the information under the caption “Delinquent Section 16(a) Reports” to be contained in our Proxy Statement.
Executive Officers
Helen I. Torley, M.B. Ch. B., M.R.C.P. (63), President, Chief Executive Officer and Director. Dr. Torley joined Halozyme in January 2014 as President and Chief Executive Officer and as a member of Halozyme’s Board of Directors. Throughout her career, Dr. Torley has led several successful product launches, including Kyprolis ® , Prolia ® , Sensipar ® , and
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Miacalcin ® . Prior to joining Halozyme, Dr. Torley served as Executive Vice President and Chief Commercial Officer for Onyx Pharmaceuticals (“Onyx”) from August 2011 to December 2013 overseeing the collaboration with Bayer on Nexavar ® and Stivarga ® and the U.S. launch of Kyprolis ® . She was responsible for the development of Onyx's commercial capabilities in ex-U.S. markets and in particular, in Europe. Prior to Onyx, Dr. Torley spent 10 years in management positions at Amgen Inc., most recently serving as Vice President and General Manager of the U.S. Nephrology Business Unit from 2003 to 2009 and the U.S. Bone Health Business Unit from 2009 to 2011. From 1997 to 2002, she held various senior management positions at Bristol-Myers Squibb, including Regional Vice President of Cardiovascular and Metabolic Sales and Head of Cardiovascular Global Marketing. She began her career at Sandoz/Novartis, where she ultimately served as Vice President of Medical Affairs, developing and conducting post-marketing clinical studies across all therapeutic areas, including oncology. Within the past five years, Dr. Torley served on the Board of Directors of Quest Diagnostics Incorporated, a diagnostic information services company. Before joining the industry, Dr. Torley was in medical practice as a senior registrar in rheumatology at the Royal Infirmary in Glasgow, Scotland. Dr. Torley received her Bachelor of Medicine and Bachelor of Surgery degrees (M.B. Ch.B.) from the University of Glasgow and is a Member of the Royal College of Physicians (M.R.C.P).
Nicole LaBrosse (43), Senior Vice President, Chief Financial Officer. Ms. LaBrosse has served as the Senior Vice President, Chief Financial Officer since February 2022 and has over 20 years of public accounting and corporate finance experience. She previously served as the Company’s Vice President, Finance and Accounting from January 2020 to February 2022 and as the Company’s Executive Director, Controller from July 2017 to December 2019. From June 2015 to June 2017, she was the Company’s Senior Director, Financial Reporting. Prior to joining the Company, Ms. LaBrosse was an auditor with PricewaterhouseCoopers, LLP from 2004 to 2015. She received a certified public accounting license after receiving a B.S. degree in corporate finance and accounting and her M.S. degree in accounting from Bentley College.
Mark Snyder (59), Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. Mr. Snyder joined Halozyme in January 2022 as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. Mr. Snyder has over 33 years of experience in legal and business management roles. Prior to joining Halozyme, from January 2008 to December 2021, Mr. Snyder served in various senior positions in the legal department at Qualcomm Incorporated, a wireless communications company, including his most recent positions as Senior Vice President & Deputy General Counsel, Litigation, from April 2016 to December 2021 and Vice President, Patent Counsel, from October 2010 to April 2016. Before Qualcomm, Mr. Snyder served as Lead Intellectual Property Counsel at Kyocera Wireless Corp., a wireless communications company, and has held legal and business management roles in two smaller companies. Mr. Snyder began his legal career as a patent attorney at the law firm of Sheridan Ross & McIntosh. Mr. Snyder received his B.S. degree in chemical engineering at the University of Rochester and his M.B.A. degree from Boston College Carroll School of Business. He received his J.D. from Boston College Law School.
Cortney Caudill (49), Senior Vice President, Chief Operating Officer. Ms. Caudill has served as the Halozyme’s Senior Vice President, Chief Operating Officer since October 2025 and previously served as Senior Vice President, Chief Operations Officer since October 2023. Prior to joining Halozyme, from 2019 to October 2023, Ms. Caudill served in roles with increasing responsibility at Aeglea Biotherapeutics, Inc., a biotechnology company, including Vice President of Manufacturing, Senior Vice President, Technical Operations and most recently Chief Product Officer. From 2002 to 2018, she held operational roles of increasing responsibility at various life sciences companies such as Cambrex Bioscience, Vaxagen, Inc., Genentech, Vetter Pharma International, Samsung Biologics, Baxalta and Eaulife NA. She received her B.S. degree in biology and her B.A. degree in psychology from the University of Texas.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information under the captions “ Executive Compensation and Related Information ” and “ Compensation Committee Interlocks and Insider Participation ” to be contained in the Proxy Statement.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Other than as set forth below, the information required by this item is incorporated by reference to the information under the caption “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” to be contained in the Proxy Statement.
Equity Compensation Plan Information
The following table summarizes our compensation plans under which our equity securities are authorized for issuance as of December 31, 2025:
Plan Category Number of Shares
to be Issued upon
Exercise of
Outstanding Options,
Restricted Stock
Units and Performance Stock Units
(a) Weighted Average
Exercise Price
of Outstanding
Options (2)
(b)
Number of Shares
Remaining Available
for Future Issuance
under Equity
Compensation
Plans (Excluding
Shares Reflected
in Column (a))
(c)
Equity compensation plans approved by stockholders (1)
6,877,977 $ 35.10 10,657,725
Equity compensation plans not approved by stockholders — — —
6,877,977 $ 35.10 10,657,725
(1) Represents stock options, restricted stock units, and performance stock units under the Amended and Restated 2021 Stock Plan. This includes 2,516,896 shares available for future purchase under our ESPP plan.
(2) This amount does not include performance stock units as there is no exercise price for such units.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information under the captions “ Certain Relationships and Related Transactions ” and “Corporate Governance - Director Independence” to be contained in the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information under the caption “ Principal Accounting Fees and Services ” to be contained in the Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report.
1. Financial Statements
Page
Report of Independent Registered Public Accounting Firm ID 42
F- 1
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Income for Each of the Years Ended December 31, 2025, 2024 and 2023
F- 5
Consolidated Statements of Comprehensive Income for Each of the Years Ended December 31, 2025, 2024 and 2023
F- 6
Consolidated Statements of Cash Flows for Each of the Years Ended December 31, 2025, 2024 and 2023
F- 7
Consolidated Statements of Stockholders’ Equity for Each of the Years Ended December 31, 2025, 2024 and 2023
F- 9
Notes to the Consolidated Financial Statements F- 10
2. List of all Financial Statement schedules.
The following financial statement schedule of Halozyme Therapeutics, Inc. is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of Halozyme Therapeutics, Inc.
Page
Schedule II: Valuation and Qualifying Accounts
F- 52
All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
3. List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
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(b) Exhibits.
Incorporated by Reference
Exhibit Filed
Number Exhibit Title Herewith Form Date Filed
2.1 A greement and Plan of Merger, dated as of S eptember 30, 2025, by and among Halo zyme Ther apeutics, Inc., Erraid Merger Sub Inc., Elek trofi, Inc. and Shareholder Representative Services LLC, sol ely in its capacity as the representative of the secu rity h olders as set forth in the Merger Agreement
8-K 10/3/2025
3.1 Amended and Restated Certification of Incorporation of Halozyme Therapeutics, Inc.
8-K 4/26/2024
3.2 The Company's Bylaws, as amended
8-K 12/10/2021
4.1 Indenture, dated March 1, 2021, between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
8-K 3/1/2021
4.2 Form of Note, dated March 1, 2021, between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
8-K 3/1/2021
4.3 Indenture, dated August 18, 2022, between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
8-K 8/18/2022
4.4 Form of Note, dated August 18, 2022, between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (included within Exhibit 4.3)
8-K 8/18/2022
4.5 2031 Convertible Notes Indenture, dated November 12, 2025 between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
8-K 11/12/2025
4.6 Form of 0% Convertible Senior Notes due 2031 (included in Exhibit 4.5 hereto).
8-K 11/12/2025
4.7 2032 Convertible Notes Indenture, dated November 12, 2025 between Halozyme Therapeutics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
8-K 11/12/2025
4.8 Form of 0.875% Convertible Senior Notes due 2032 (included in Exhibit 4. 7 hereto).
8-K 11/12/2025
4.9 Description of Securities
10-K 2/22/2022
10.1 Form of Capped Call Confirmation in connection with 1.0% Convertible Senior Notes due 2028
8-K 8/18/2022
10.2 Form of Capped Call Confirmation in connection with 0.0% Convertible Senior Notes due 2031 and 0.875% Convertible Senior Notes due 2032
8-K 11/12/2025
10.3 Credit Agreement, dated as of May 24, 2022, by and among Halozyme Therapeutics, Inc., the Guarantors, Bank of America N.A. and each of those additional Lenders that are a party to such agreement.
8-K 5/24/2022
10.4 Security Agreement, dated as of May 24, 2022, by and among Halozyme Therapeutics, Inc., the Guarantors and Bank of America N.A
8-K 5/24/2022
10.5 Amendment No. 1 to the Credit Agreement
8-K 8/19/2022
10.6 Amendment No. 2 to the Credit Agreement
10-Q
5/9/2023
10.7 A mendment No. 3 to the Cre dit Agreement
X
10.8 Agreement for Assignment and Assumption of Lease, Del Mar Corporate Centre I Office Lease and First Amendment to Office Lease
10-Q 5/10/2022
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Incorporated by Reference
Exhibit Filed
Number Exhibit Title Herewith Form Date Filed
10.9 Lease Agreement, dated July 1, 2019, by and between Antares Pharma, Inc. and Whitewater Properties I, LLC.
8-K 7/5/2019
10.10#
Halozyme Therapeutics, Inc. 2021 Employee Stock Purchase Plan
10-Q 11/8/2022
10.11#
Halozyme Therapeutics, Inc. 2021 Stock Plan
8-K 5/5/2021
10.12#
Form of Stock Option Agreement (2021 Plan updated May 2023)
10-Q
8/8/2023
10.13#
Form of Restricted Stock Units Agreement for Officers (2021 Plan updated May 2023)
10-Q
8/8/2023
10.14#
Form of Restricted Stock Units Agreement (2021 Plan Sell-to-Cover updated June 2024)
10-Q
8/6/2024
10.15#
Letter Agreement Amending Exercise Period for Employee Option
10-Q
8/8/2023
10.16#
Form of Performance Stock Units (2021 Stock Plan)
8-K 5/5/2021
10.17#
Form of Directors Restricted Stock Units Agreement (2021 Stock Plan)
8-K 5/5/2021
10.18#
Form of Director Stock Option Agreement (2021 Plan)
10-Q
8/8/2023
10.19#
F orm of 2025 Deal /Nomination Performance Stock Units Agreement (2021 Stock Plan)
10-Q
5/6/2025
10.20#
F orm of 20 25 Relative T S R Performance Stock Units Agreem e nt (2021 S tock Plan)
10-Q
5/6/2025
10.21#
Halozyme Therapeutics, Inc. 2011 Stock Plan (as amended through May 2, 2018)
8-K 4/6/2018
10.22#
Form of Stock Option Agreement (2011 Stock Plan)
8-K 5/6/2011
10.23#
Form of Stock Option Agreement for Executive Officers (2011 Stock Plan)
8-K 5/6/2011
10.24#
Form of Restricted Stock Units Agreement for Officers (2011 Stock Plan)
10-Q 8/10/2015
10.25#
Form of Restricted Stock Award Agreement for Officers (2011 Stock Plan)
10-Q 8/10/2015
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Incorporated by Reference
Exhibit Filed
Number Exhibit Title Herewith Form Date Filed
10.26#
Form of Stock Option Agreement (2011 Stock Plan - grants made on or after 11/4/2015)
10-Q 11/9/2015
10.27#
Form of Restricted Stock Units Agreement (2011 Stock Plan - grants made on or after 11/4/2015)
10-Q 11/9/2015
10.28#
Form of Restricted Stock Units Agreement (2011 Plan - grants made on or after 2/22/2017)
10-K 2/28/2017
10.29#
Form of Indemnity Agreement for Directors and Executive Officers
8-K 12/20/2007
10.30#
Form of PSU Agreement (2011 Stock Plan)
10-Q 8/10/2020
10.31#
Form of PSU Agreement (2011 Stock Plan)
10-K 2/23/2021
10.32#
Severance Policy
10-K 2/20/2024
10.33#
Form of Amended and Restated Change In Control Agreement with Officer
10-Q 11/9/2015
10.34#
Halozyme Therapeutics, Inc. Non Qualified Deferred Compensation Plan Adoption Agreement
10-K 2/22/2022
10.35#
Halozyme Therapeutics, Inc Directors Deferred Equity Compensation Plan
10-K 2/22/2022
10.36#
Transition and Release Agreement between Halozyme Therapeutics, Inc. and Nicole LaBrosse, dated November 18, 2025
X
10.37#
C EO PSU Agreement, Ab solute Stock Price Grant (2021 S tock Plan)
X
19.1
Halozyme Therapeutics, Inc. Insider Trading Policy
X
21.1 Subsidiaries of Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
X
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97#
Halozyme Therapeutics, Inc. Incentive Compensation Recoupment Policy
10-K 2/20/2024
101.INS XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH XBRL Taxonomy Extension Schema X
101.CAL XBRL Taxonomy Extension Calculation Linkbase X
101.DEF XBRL Taxonomy Extension Definition Linkbase X
101.LAB XBRL Taxonomy Extension Label Linkbase X
101.PRE XBRL Taxonomy Presentation Linkbase X
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Incorporated by Reference
Exhibit Filed
Number Exhibit Title Herewith Form Date Filed
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
_______________
# Indicates management contract or compensatory plan or arrangement.
(c) Financial Statement Schedules.
See Item 15(a) (2) above.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Halozyme Therapeutics, Inc.,
(Registrant)
Dated:
February 17, 2026 By: /s/ Helen I. Torley, M.B. Ch.B., M.R.C.P.
Helen I. Torley, M.B. Ch.B., M.R.C.P.
President and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Helen I. Torley and Nicole LaBrosse, and each of them, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his/her substitute or substituted, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Helen I. Torley, M.B. Ch.B., M.R.C.P.
President and Chief Executive Officer, Director
February 17, 2026
Helen I. Torley, M.B. Ch.B., M.R.C.P.
(Principal Executive Officer)
/s/ Nicole LaBrosse
Senior Vice President and Chief Financial Officer February 17, 2026
Nicole LaBrosse
(Principal Financial and Accounting Officer)
/s/ Jeffrey W. Henderson
Chair of the Board of Directors February 17, 2026
Jeffrey W. Henderson
/s/ Bernadette Connaughton
Director February 17, 2026
Bernadette Connaughton
/s/ Barbara Duncan
Director February 17, 2026
Barbara Duncan
/s/ Mahesh Krishnan, M.D.
Director February 17, 2026
Mahesh Krishnan, M.D.
/s/ James Lang
Director February 17, 2026
James Lang
/s/ Moni Miyashita
Director February 17, 2026
Moni Miyashita
/s/ Matthew L. Posard
Director February 17, 2026
Matthew L. Posard
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Halozyme Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Halozyme Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated 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 U.S. generally accepted accounting principles.
We also have 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 issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 17, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters do not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-1
Table of Contents
Determination of Overall Transaction Price for Collaboration Agreements
Description of the Matter
At December 31, 2025, the Company has thirteen collaboration agreements. As discussed in Notes 2 and 5 of the financial statements, amounts are included in the transaction price when management determines that it is probable that the amount will not result in a significant reversal of revenue in the future. During 2025, the Company recognized $ 47.0 million of variable consideration in the transaction price under their collaboration arrangements.
Auditing management’s conclusions related to determining the probability of achievement of milestones is complex and highly judgmental given the progression of developing and commercializing the combined targets is completed by the collaboration partners.
How We Addressed the Matter in Our Audit
We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s process to routinely evaluate the probability of achievement of milestones and any related constraint for each collaboration, in addition to the controls over the completeness and accuracy of determining the population of agreements and potential milestone payments.
To test the milestone amounts included, or excluded, from the transaction price, we performed audit procedures that included, among others, inspecting evidence to support management’s assessment of the probability of achievement. For each milestone, we examined evidence including correspondence with the collaboration partner and evaluated management’s conclusions on the probabilities of achievement. We reviewed supporting documentation to corroborate that milestones were included in the transaction price when determined to be probable of achievement. We reviewed the collaboration agreements and related amendments to validate the completeness of the list of targets and potential milestone payments that management considered in their analysis. We performed a lookback analysis to validate the Company’s accuracy of determining the probability of achieving these milestones.
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Valuation of the customer relationship intangible assets acquired in connection with the Elektrofi, Inc. acquisition
Description of the Matter As disclosed in Note 3 of the consolidated financial statements, the Company completed the acquisition of Elektrofi, Inc. (“Elektrofi”) on November 18, 2025, for total consideration of $810.4 million. The acquisition was accounted for as a business combination. The Company recorded intangible assets of $705 million, which includes customer relationships of $470 million.
Auditing the Company’s accounting for its acquisition of Elektrofi was complex due to the significant estimation uncertainty in determining the fair value of the customer relationship intangible assets. The significant assumptions used to estimate the value of the customer relationships intangible assets included assumed revenue and revenue growth rates and discount rates. Elements of these significant assumptions related to the customer relationship intangible assets are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's process for determining the fair value of the customer relationship intangible assets acquired in connection with the Elektrofi acquisition. This included controls over management’s development of the above-described assumptions used in the valuation models applied.
To test the estimated fair value of the customer relationship intangible assets, we performed audit procedures that included, among others, evaluating the valuation methodologies and testing the significant assumptions described above and the underlying data used by the Company in its analysis. We evaluated the reasonableness of assumed revenue and revenue growth rates used within the valuations by inspecting analyst expectations, industry trends, and other market information for corroborative or contrary information. In addition, we involved valuation specialists to assist in assessing the significant assumptions, including the discount rate, and methodologies used by the Company.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
San Diego, California
February 17, 2026
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HALOZYME THERAPEUTICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
December 31,
2025 December 31,
2024
ASSETS
Current assets
Cash and cash equivalents $ 133,820 $ 115,850
Marketable securities, available-for-sale 9,000 480,224
Accounts receivable, net and contract assets 441,273 308,455
Inventories 176,475 141,860
Prepaid expenses and other current assets 64,639 38,951
Total current assets 825,207 1,085,340
Property and equipment, net 82,137 75,035
Prepaid expenses and other assets 53,551 80,596
Goodwill 580,360 416,821
Intangible assets, net 981,467 401,830
Deferred tax assets, net — 3,855
Restricted cash 2,601 —
Total assets $ 2,525,323 $ 2,063,477
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 20,899 $ 10,249
Accrued expenses 156,193 128,851
Total current liabilities 177,092 139,100
Long-term debt, net 2,142,630 1,505,798
Other long-term liabilities 113,863 54,758
Deferred tax liabilities, net 42,924 —
Total liabilities
2,476,509 1,699,656
Commitments and contingencies (Note 11)
Stockholders’ equity
Preferred stock - $ 0.001 par value; 20,000 shares authorized; no shares issued and outstanding
— —
Common stock - $ 0.001 par value; 300,000 shares authorized; 117,782 and 123,138 shares issued and outstanding as of December 31, 2025 and 2024, respectively
118 123
Additional paid-in capital 12,002 —
Accumulated other comprehensive (loss) income
( 18,092 ) 3,829
Retained earnings
54,786 359,869
Total stockholders’ equity 48,814 363,821
Total liabilities and stockholders’ equity $ 2,525,323 $ 2,063,477
See accompanying notes to consolidated financial statements.
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HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
2025 2024 2023
Revenues
Royalties $ 867,840 $ 570,991 $ 447,865
Product sales, net 376,444 303,492 300,854
Revenues under collaborative agreements 152,327 140,841 80,534
Total revenues 1,396,611 1,015,324 829,253
Operating expenses
Cost of sales 228,774 159,417 192,361
Amortization of intangibles 76,662 71,049 73,773
Research and development 81,490 79,048 76,363
Selling, general and administrative 207,092 154,335 149,182
Impairment of intangible asset
48,700 — —
Acquired in-process research and development expense
284,887 — —
Total operating expenses 927,605 463,849 491,679
Operating income 469,006 551,475 337,574
Other income (expense)
Investment and other income, net 21,472 23,752 16,317
Inducement expense related to convertible notes ( 5,477 ) — —
Contingent liability fair value measurement gain
— — 13,200
Interest expense ( 18,126 ) ( 18,095 ) ( 18,762 )
Income before income tax expense
466,875 557,132 348,329
Income tax expense
149,986 113,041 66,735
Net income $ 316,889 $ 444,091 $ 281,594
Earnings per share
Basic $ 2.64 $ 3.50 $ 2.13
Diluted $ 2.56 $ 3.43 $ 2.10
Weighted average common shares outstanding
Basic 119,840 126,827 131,927
Diluted 123,904 129,424 134,197
See accompanying notes to consolidated financial statements.
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HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31,
2025 2024 2023
Net income $ 316,889 $ 444,091 $ 281,594
Other comprehensive income
Unrealized gain (loss) on marketable securities, net
202 ( 358 ) 1,097
Foreign currency translation adjustment 15 ( 4 ) 24
Unrealized gain on foreign currency
— — 3
Unrealized (loss) gain on derivative instruments, net
( 28,640 ) 14,693 ( 9,406 )
Realized loss (gain) on derivative instruments, net
6,502 ( 1,224 ) ( 74 )
Comprehensive income
$ 294,968 $ 457,198 $ 273,238
See accompanying notes to consolidated financial statements.
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HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2025 2024 2023
Operating activities
Net income $ 316,889 $ 444,091 $ 281,594
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation 51,565 43,385 36,620
Depreciation and amortization 11,389 10,263 11,083
Amortization of intangible assets 76,662 71,049 73,773
Amortization of debt discount 7,506 7,350 7,304
Accretion of premium on marketable securities, net
( 3,296 ) ( 10,918 ) ( 6,319 )
Realized gain on marketable securities
( 171 ) ( 7 ) —
Loss on disposal of equipment
2,621 1,529 611
Contingent liability fair value measurement adjustment
— — ( 13,200 )
Lease payments recognized (deferred)
951 1,067 1,270
Induced conversion expense related to 2027 and 2028 Convertible Notes
5,477 — —
Deferred income taxes
634 532 34,506
Acquired in-process research and development expense
284,887 — —
Impairment of intangible asset 48,700 — —
Changes in operating assets and liabilities
Accounts receivable, net and other contract assets
( 128,063 ) ( 74,245 ) ( 3,339 )
Inventories
2,554 ( 67,381 ) ( 26,884 )
Prepaid expenses and other assets ( 32,958 ) 5,356 4,098
Accounts payable and accrued expenses 6,211 46,993 ( 12,546 )
Net cash provided by operating activities
651,558 479,064 388,571
Investing activities
Purchases of marketable securities ( 247,355 ) ( 647,601 ) ( 292,911 )
Proceeds from sales and maturities of marketable securities
722,248 395,574 211,296
Acquisition of business, net of cash acquired
( 725,965 ) — —
Acquisition of in-process research and development, net of cash acquired
( 287,771 ) — —
Purchases of property and equipment ( 6,970 ) ( 10,696 ) ( 15,294 )
Net cash used in investing activities
( 545,813 ) ( 262,723 ) ( 96,909 )
Financing activities
Repayment of 2024 Convertible Notes
— — ( 13,483 )
Repayment of 2027 Convertible Notes
( 595,425 ) — —
Repayment of 2028 Convertible Notes
( 250,001 ) — —
Proceeds from issuance of 2031 Convertible Notes, net
735,000 — —
Proceeds from issuance of 2032 Convertible Notes, net
735,000 — —
Payment for the induced conversion of 2027 and 2028 Convertible Notes
( 5,477 ) — —
Premium on repayment of 2027 Convertible Notes settled in cash
( 78,132 ) — —
Premium on repayment of 2028 Convertible Notes settled in cash
( 89,833 ) — —
Purchase of capped calls on 2031 Convertible Notes
( 104,025 ) — —
Purchase of capped calls on 2032 Convertible Notes
( 106,800 ) — —
Payment of debt issuance cost ( 4,938 ) — —
Repurchase of common stock ( 342,372 ) ( 250,000 ) ( 402,383 )
Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement 21,829 31,139 7,879
Net cash used in financing activities
( 85,174 ) ( 218,861 ) ( 407,987 )
Net increase (decrease) in cash, cash equivalents and restricted cash
20,571 ( 2,520 ) ( 116,325 )
Cash, cash equivalents and restricted cash at beginning of period 115,850 118,370 234,695
Cash, cash equivalents and restricted cash at end of period $ 136,421 $ 115,850 $ 118,370
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash and cash equivalents
$ 133,820 $ 115,850 $ 118,370
Restricted cash
2,601 — —
Total cash, cash equivalents and restricted cash
$ 136,421 $ 115,850 $ 118,370
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Year Ended December 31,
2025 2024 2023
Supplemental disclosure of cash flow information
Interest paid $ 11,429 $ 10,565 $ 11,410
Income taxes paid, net
$ 134,641 $ 80,618 $ 31,756
Supplemental disclosure of non-cash investing and financing activities
Amounts accrued for purchases of property and equipment $ 902 $ 280 $ 25
Right-of-use assets obtained in exchange for lease obligation $ 410 $ 3,078 $ 2,572
Common stock issued for conversion of 2024 Convertible Notes $ — $ — $ 125
See accompanying notes to consolidated financial statements.
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HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained Earnings
Total
Stockholders’
Equity
Shares Amount
BALANCE AS OF DECEMBER 31, 2022
135,154 $ 135 $ 27,368 $ ( 922 ) $ 143,217 $ 169,798
Share-based compensation expense — — 36,620 — — 36,620
Issuance of common stock for the induced conversion of 2024 Convertible Notes
289 — ( 126 ) — — ( 126 )
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan
945 2 7,877 — — 7,879
Repurchase of common stock ( 9,618 ) ( 10 ) ( 69,330 ) — ( 334,261 ) ( 403,601 )
Other comprehensive loss — — — ( 8,356 ) — ( 8,356 )
Net income
— — — — 281,594 281,594
BALANCE AS OF DECEMBER 31, 2023
126,770 127 2,409 ( 9,278 ) 90,550 83,808
Share-based compensation expense — — 43,385 — — 43,385
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan
1,615 1 31,138 — — 31,139
Repurchase of common stock ( 5,247 ) ( 5 ) ( 76,932 ) — ( 174,772 ) ( 251,709 )
Other comprehensive income
— — — 13,107 — 13,107
Net income — — — — 444,091 444,091
BALANCE AS OF DECEMBER 31, 2024
123,138 123 — 3,829 359,869 363,821
Share-based compensation expense — — 51,565 — — 51,565
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan
1,640 2 21,827 — — 21,829
Purchase of 2031 capped call transactions, net of tax
— — — — ( 80,930 ) ( 80,930 )
Purchase of 2032 capped call transactions, net of tax
— — — — ( 83,089 ) ( 83,089 )
Repurchase of common stock ( 6,996 ) ( 7 ) ( 28,601 ) — ( 316,203 ) ( 344,811 )
Premium on repayment of 2027 Convertible Notes settled in cash and accelerated debt discount
— — ( 3,432 ) — ( 78,132 ) ( 81,564 )
Premium on repayment of 2028 Convertible Notes settled in cash and accelerated debt discount
— — ( 29,357 ) — ( 63,618 ) ( 92,975 )
Other comprehensive loss
— — — ( 21,921 ) — ( 21,921 )
Net income — — — — 316,889 316,889
BALANCE AS OF DECEMBER 31, 2025
117,782 $ 118 $ 12,002 $ ( 18,092 ) $ 54,786 $ 48,814
See accompanying notes to consolidated financial statements.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements
1. Organization and Business
Halozyme Therapeutics, Inc. is a biopharmaceutical company advancing disruptive solutions to improve patient experiences and outcomes for emerging and established therapies.
As the innovators of ENHANZE® drug delivery technology (“ENHANZE”) with our proprietary enzyme, rHuPH20, our commercially validated solution is used to facilitate the subcutaneous (“SC”) delivery of injected drugs and fluids, with the goal of improving the patient experience with rapid SC delivery and reduced treatment burden. We license our technology to biopharmaceutical companies to collaboratively develop products that combine ENHANZE with our partners’ proprietary compounds. We are also developing partner products with Hypercon™ drug delivery technology (“Hypercon technology”) and developing Surf Bio’s drug delivery technology to expand the breadth of our drug delivery technology portfolio. Hypercon technology is an innovative microparticle technology that we expect will set a new standard in hyperconcentration of drugs and biologics by reducing the injection volume for the same dosage and expanding opportunities for at-home and health care provider administration. The Surf Bio hyperconcentration technology is being developed to create high antibody and biologic concentrations of up to 500 mg/mL, for delivery in a single auto-injector shot for at-home or in a health care provider’s office use. We also develop, manufacture and commercialize, for ourselves or with our partners, drug-device combination products using our advanced auto-injector technologies that are designed to provide commercial or functional advantages such as improved convenience, reliability and tolerability, and enhanced patient comfort and adherence.
Our ENHANZE partners’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. rHuPH20 works by breaking down hyaluronan, a naturally occurring carbohydrate that is a major component of the extracellular matrix of the SC space. This temporarily reduces the barrier to bulk fluid flow allowing for improved and more rapid SC delivery of high dose, high volume injectable biologics, such as monoclonal antibodies and other large therapeutic molecules, as well as small molecules and fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as ENHANZE. We license our ENHANZE technology to form collaborations with biopharmaceutical companies that develop and/or market drugs requiring or benefiting from injection via the SC route of administration. In the development of proprietary intravenous (“IV”) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce patient treatment burden, as a result of shorter duration of SC administration with ENHANZE compared to IV administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing typically required for IV administration, extend the dosing interval for drugs that are already administered subcutaneously and potentially allow for lower rates of infusion-related reactions. ENHANZE may enable more flexible treatment options such as home administration by a healthcare professional or potentially the patient or caregiver. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the patent expiry of the proprietary IV drug.
We currently have ENHANZE collaborations and licensing agreements with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (“Roche”), Takeda Pharmaceuticals International AG and Baxalta US Inc. (“Takeda”), Pfizer Inc. (“Pfizer”), Janssen Biotech, Inc. (“Janssen”), AbbVie, Inc. (“AbbVie”), Eli Lilly and Company (“Lilly”), Bristol-Myers Squibb Company (“BMS”), argenx BVBA (“argenx”), ViiV Healthcare (the global specialist HIV Company majority owned by GlaxoSmithKline) (“ViiV”), Chugai Pharmaceutical Co., Ltd. (“Chugai”), Acumen Pharmaceuticals, Inc. (“Acumen”), Merus N.V. (“Merus”) and Skye Bioscience, Inc. (“Skye Bioscience”). In addition to receiving upfront licensing fees from our ENHANZE collaborations, we are entitled to receive event and sales-based milestone payments, revenues from the sale of bulk rHuPH20 and royalties from commercial sales of approved partner products co-formulated with ENHANZE. We currently earn royalties from the sales of ten commercial products including sales of five commercial products from the Roche collaboration, two commercial products from the Janssen collaboration and one commercial product from each of the Takeda, argenx and BMS collaborations.
Through our recent acquisition of Elektrofi, Inc. (“Elektrofi”), subsequently renamed Halozyme Hypercon, Inc. (“Hypercon”), we have Hypercon collaboration and license agreements with Janssen, Lilly, and argenx. In addition to receiving upfront license fees from our Hypercon collaborations, we are entitled to receive event and sales-based milestone payments and royalties from commercial sales for approved partner products co-formulated with Hypercon.
We have commercialized auto-injector products with Teva Pharmaceutical Industries, Ltd. (“Teva”). We have development programs including our auto-injectors with McDermott Laboratories Limited, an affiliate of Viatris Inc. (“Viatris”).
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Our commercial portfolio of proprietary products includes Hylenex ® , utilizing rHuPH20, and XYOSTED ® , utilizing our auto-injector technology.
Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these notes to our consolidated financial statements refer to Halozyme Therapeutics, Inc. and each of its directly and indirectly wholly owned subsidiaries as disclosed in Note 2, Summary of Significant Accounting Policies .
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiaries, Halozyme, Inc., Antares Pharma, Inc., Antares Pharma, Inc.’s two wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma GmbH, Halozyme Hypercon, Inc., Halozyme Hypercon Inc.’s wholly-owned subsidiary, Elektrofi Security Corp., and Halozyme Surf Bio, Inc. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that we believe to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from our estimates.
Cash Equivalents and Marketable Securities
Cash equivalents consist of highly liquid investments, readily convertible to cash, which mature within 90 days or less from the date of purchase. As of December 31, 2025, our cash and cash equivalents consisted of money market funds, bank certificate of deposits and demand deposits at commercial banks.
Marketable securities are investments with original maturities of more than 90 days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive income and included as a separate component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in our consolidated statements of income. We use the specific identification method for calculating realized gains and losses on marketable securities sold. None of the realized gains and losses and declines in value that were judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in our consolidated statements of income.
Restricted Cash
Under the terms of the leases of our facilities and other agreements, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 2025, restricted cash of $ 2.6 million was pledged as collateral for the letters of credit and other agreements.
Fair Value of Financial Instruments
The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, long-term debt and contingent liability. Fair value estimates of these instruments are made at a specific point in time based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
As of December 31, 2025, our available-for-sale marketable securities consisted of U.S. Treasury securities, and were measured at fair value using Level 1. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing source. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source.
Concentrations of Credit Risk, Sources of Supply and Significant Customers
We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with four major commercial banks and marketable securities with two other financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets.
We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services, and supply of bulk formulation of rHuPH20 and auto-injector devices. In addition, we sell proprietary products in the United States (“U.S.”) to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectability of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no significant allowance for doubtful accounts as of December 31, 2025 and 2024. Approximately 69 % of the accounts receivable balance as of December 31, 2025 represents amounts due from Janssen, Roche and argenx. Approximately 60 % of the accounts receivable balance as of December 31, 2024 represents amounts due from Janssen and Roche.
The following table indicates the percentage of total revenues in excess of 10% with any single customer:
Year Ended December 31,
2025 2024 2023
Partner A
41 % 41 % 44 %
Partner B
17 % 17 % 19 %
Partner C
16 % 9 % 7 %
Partner D
6 % 8 % 10 %
We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands):
Year Ended December 31,
2025 2024 2023
United States $ 822,975 $ 690,461 $ 587,196
Switzerland 276,414 212,391 149,024
Belgium 217,516 84,005 58,354
Japan 46,372 18,939 15,096
All other foreign 33,334 9,528 19,583
Total revenues $ 1,396,611 $ 1,015,324 $ 829,253
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Accounts Receivable, net and Contract Assets
Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of estimated prompt pay discounts, distribution fees and chargebacks. Contract assets are recorded when revenue is earned but an invoice has not been issued for payment. Contract assets relate to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.
Inventories
Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are reviewed periodically for potential excess, dated or obsolete status. We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand.
Leases
We have entered into operating leases primarily for real estate and automobiles. These leases have contractual terms which range from three years to twelve years . We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on our consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases, such as automobiles, we account for the lease and non-lease components as a single lease component.
Property and Equipment, Net
Property and equipment, which includes internal-use software and leasehold improvements, are recorded at cost, less accumulated depreciation and amortization. Equipment and internal-use software are depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter.
Impairment of Long-Lived Assets
We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate their carrying value may not be recoverable.
Comprehensive Income
Comprehensive income is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources.
Convertible Notes
The 2024 Convertible Notes, the 2027 Convertible Notes, the 2028 Convertible Notes, the 2031 Convertible Notes and the 2032 Convertible Notes (collectively, the “Convertible Notes”) are accounted for in accordance with authoritative guidance for debt and derivatives. We evaluate all the embedded conversion options contained in the Convertible Notes to determine if there are embedded features that require bifurcation as a derivative as required by U.S. GAAP. Based on our analysis, we account for each of our Convertible Notes as single units of accounting, a liability, because we concluded that the conversion features do not require bifurcation as a derivative under embedded derivative authoritative guidance.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Cash Flow Hedges - Currency Risks
We utilize a cash flow hedging program to mitigate foreign currency exchange risk associated with forecasted royalty revenue denominated in Swiss francs. Under the program, we can hedge these forecasted royalties up to a maximum of four years into the future. We hedge these cash flow exposures to reduce the risk of our earnings and cash flows being adversely affected by fluctuations in exchange rates.
In accordance with the hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and are highly effective in offsetting changes to future cash flows on hedged transactions. Both at inception of the hedge and on an ongoing basis, we assess whether the foreign currency forward contracts are highly effective in offsetting changes in cash flows of hedged items on a prospective and retrospective basis. If we determine a (i) foreign currency forward contract is not highly effective as a cash flow hedge, (ii) foreign currency forward contract has ceased to be a highly effective hedge or (iii) forecasted transaction is no longer probable of occurring, we would discontinue hedge accounting treatment prospectively. We measure effectiveness based on the change in fair value of the forward currency forward contract and the fair value of the hypothetical foreign currency forward contract with terms that match the critical terms of the risk being hedged. No portion of our foreign currency forward contracts were excluded from the assessment of hedge effectiveness. As of December 31, 2025, all hedges were determined to be highly effective.
The assets or liabilities associated with our hedging contracts are recorded at fair market value in prepaid expense and other current assets, prepaid expenses and other assets, accrued expenses, or other long-term liabilities, respectively, in our consolidated balance sheets. Gains and losses related to changes in the fair market value of these hedging contracts are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) within stockholder’s equity in our consolidated balance sheets and reclassified to royalty revenue in our consolidated statements of income in the same period as the recognition of the underlying hedged transaction. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, within the defined hedge period, we reclassify the gains or losses on the related cash flow hedge from AOCI to royalties revenue in our consolidated statements of income. Settlements from the cash flow hedge are included in operating activities on the consolidated statements of cash flows. Since the fair market value of these hedging contracts is derived from current market rates, the hedging contracts are classified as derivative financial instruments. We do not use derivatives for speculative or trading purposes. As of December 31, 2025, the amount expected to be recognized as a net loss out of AOCI into our consolidated statements of income during the next 12 months is $ 7.7 million.
Business Combinations
Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. These valuations require us to make estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. Costs incurred to complete a business combination, such as legal and other professional fees, are expensed as incurred.
If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. We record these adjustments to the provisional amounts with a corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in our consolidated statements of income.
Asset Acquisitions
We evaluate acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a test to determine if substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. If the test is met, we account for the transaction as an asset acquisition by recognizing net assets based on the consideration paid, which includes transaction costs, on a relative fair value basis. In an asset acquisition where the cost allocated to acquire in-process research and development (“IPR&D”) has no alternative future use, we immediately recognize the cost of the acquired IPR&D on our consolidated statements of income. In an asset acquisition, contingent consideration is not recognized as of the acquisition date but instead is recognized as part of the cost of the assets acquired at the time the consideration is paid.
Goodwill, Intangible Assets and Other Long-Lived Asset
Assets acquired, including intangible assets and IPR&D, and liabilities assumed are measured at fair value as of the acquisition date. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of the net assets acquired. Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon reaching the end of the relevant
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
research and development project (i.e., upon commercialization), the IPR&D asset is amortized over its estimated useful life. If the relevant research and development project is abandoned, the IPR&D asset is expensed in the period of abandonment.
Goodwill and indefinite-lived intangible assets are not amortized; however, they are reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. Goodwill and indefinite-lived intangible assets are considered to be impaired if the carrying value of the reporting unit or indefinite-lived intangible asset exceeds its respective fair value.
We perform our goodwill impairment analysis at the reporting unit level, which is one level below our reporting and operating segment structure. We assign goodwill to reporting units at the time of acquisition. During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting unit is less than the carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair value of our reporting unit is less than the carrying amounts, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair value of the reporting unit with the carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the fair value, we record an impairment loss based on the difference. We may elect to bypass the qualitative assessment in a period and proceed to perform the quantitative goodwill impairment test.
During the indefinite-lived intangible asset impairment review, we may elect to start by performing a qualitative assessment. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, asset-specific commercial and regulatory developments and changes to key personnel or strategy. If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite-lived intangible asset exceeds its carrying amount, we compare the estimated fair value of the indefinite-lived intangible asset with its carrying value. Determining fair value requires the exercise of judgment about product pricing, market assumptions, discount rates, and the amount and timing of expected future cash flows. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Our identifiable intangible assets with finite useful lives are typically comprised of acquired device technologies and product rights. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives.
We perform regular reviews to determine if any event has occurred that may indicate intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, we estimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include a significant decline in our stock price and market capitalization compared to the net book value, significant changes in the ability of a particular asset to generate positive cash flows for our strategic business objectives, and the pattern of utilization of a particular asset.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Revenue Recognition
We generate revenues from payments received (i) as royalties from licensing our ENHANZE technology and other royalty arrangements, (ii) under collaborative agreements and (iii) from sales of our proprietary and partnered products. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations.
ENHANZE and Device Royalties
Under the terms of our ENHANZE collaboration and license agreements, our partners will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of: (i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration. In general, when there are no valid claims of a specified patent developed under the collaboration covering the product in a given country, the royalty rate is reduced for those sales in that country upon the expiration of our patents covering rHuPH20. Janssen’s patents covering DARZALEX SC do not impact the timing for this royalty reduction. Partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to partners (in total or with respect to the terminated target, as applicable) will terminate provided; however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted may become perpetual, non-exclusive and fully paid. Sales-based milestones and royalties are recognized in the period the underlying sales or milestones occur. We do not receive final royalty reports from our ENHANZE partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on internal estimates and available preliminary reports provided by our partners. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments.
We also earn royalties in connection with several of our licenses granted under license and development arrangements with our device partners. These royalties are based upon a percentage of commercial sales of partnered products with rates ranging from mid-single digits to low double digits and are tiered based on levels of net sales. These sales-based royalties, for which the license was deemed the predominant element to which the royalties relate, are estimated and recognized in the period in which the partners’ commercial sales occur. The royalties are generally reported and payable to us within 45 to 60 days after the end of the period in which the commercial sales are made. We base our estimates of royalties earned on actual sales information from our partners when available or estimated prescription sales from external sources and estimated net selling price. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments.
Revenue under ENHANZE and Device Collaborative Agreements
ENHANZE Collaboration and License Agreements
Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement generally require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other.
We generally collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services.
Although these agreements are in form identified as collaborative agreements, we concluded for accounting purposes they represent contracts with customers and are not subject to accounting literature on collaborative arrangements. This is because we grant to partners licenses to our intellectual property and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for respective consideration. Under these collaborative agreements, our partners lead development of assets, and we do not share in significant financial risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements are appropriately accounted for pursuant to U.S. GAAP.
Under all of our ENHANZE collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE technology which represents application of rHuPH20 to facilitate delivery of drugs. Each of the licenses grants the partners rights to use our intellectual property as it exists and is identified on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the partner has received access to our intellectual property, usually at the inception of the agreement.
When partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e., have exercise prices that are discounted compared to what we would charge for a similar license to a new partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts).
Generally, we provide indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services.
We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to project authorization forms for our partners, which represent separate contracts. In addition to our licenses, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling prices (“SSP”). Therefore, our partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts.
Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals. With respect to other development milestones, e.g., dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of investigational new drug or equivalent filings, readiness and availability of drug, readiness of study sites and our partner’s commitment of resources to the program. We do not include any amounts subject to uncertainties in the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price.
When target exchange rights are held by partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised.
Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. When allocation is needed, we perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using an income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive where applicable, or an alternative valuation method such as indicative value from historical transactions. When amounts subject to uncertainties, such as milestones and royalties, are
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts.
We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our partners, we estimate and charge SSP based on the typical contract manufacturer margins consistent with all of our partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our partners.
Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time, we have already transferred the related license to the partner.
In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer.
Hypercon Technology Collaboration and Licensing Agreements
As a part of the acquisition of Elektrofi Inc, we acquired in-process collaboration and license agreements with collaboration partners who are attempting to formulate Hypercon technology with their existing drugs to develop an additional administrative option. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement; however, the agreement also includes Hypercon performing certain research and development (“R&D”) services to support the collaboration partner in their efforts. We assessed the nature of the promised goods and services in the contract which includes the license of the Hypercon technology representing a functional license of intellectual property to our customers, R&D services, and manufacturing technology transfer. These promises are not capable of being distinct performance obligations at this time due to the exclusive proprietary know-how and certain regulatory requirements associated with the manufacturing of the product. The collaboration partner simultaneously receives and consumes the benefits of the combined performance obligations as data is generated to support regulatory approval submissions. A significant component of the cost of R&D relates to our clinical trial research consultants, who are assisting with the monitor of the Hypercon technology to ensure the successful combination of the Hypercon technology with the collaboration partner’s drug.
The agreements include milestone payments, royalties, and an initial upfront payment. This upfront payment was received from the collaboration partner upon inception of the agreement and recorded as deferred revenue to be recognized as we perform certain R&D services to support the collaboration partner in their efforts to successful combine Hypercon technology with previously developed products. While the services are being provided, we allocate a portion of each deferred payment to the individual drug targets. Revenue is then recognized based upon the expected costs to complete as a percentage of the budget. These agreements are designed in a way that the R&D services are being completed in partnership with the collaboration partner at the approximate costs; therefore, the deferred revenue is being recognized as the work is completed for each partner’s drug. We may incur additional expenses outside of the R&D contract which are invoiced and recognized separately from the upfront payment. Deferred revenue associated with a target that has not been identified or no work has been performed is classified as other long-term liabilities on the consolidated balance sheets. Deferred revenue for expenses expected to be incurred within the next 12 months are classified as accrued expenses on the consolidated balance sheets.
Device License, Development and Supply Arrangements
We have several license, development and supply arrangements with pharmaceutical partners, under which we grant a license to our device technology and provide research and development services that often involve multiple performance obligations and highly-customized deliverables. For such arrangements, we identify each of the promised goods and services within the contract and the distinct performance obligations at inception of the contract and allocate consideration to each performance obligation based on relative SSP, which is generally determined based on the expected cost plus mark-up.
If the contract includes an enforceable right to payment for performance completed to date and performance obligations are satisfied over time, we recognize revenue over the development period using either the input or output method depending on which is most appropriate given the nature of the distinct deliverable. For other contracts that do not contain an enforceable right to payment for performance completed to date, revenue is recognized when control of the product is transferred to the customer. Factors that may indicate transfer of control has occurred include the transfer of legal title, transfer of physical
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
possession, the customer has obtained the significant risks and rewards of ownership of the assets, and we have a present right to payment.
Our payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations. We record a contract liability for cash received in advance of performance, which is presented as deferred revenue within accrued expense and other long-term liabilities in our consolidated balance sheets and recognized as revenue in our consolidated statements of income when the associated performance obligations have been satisfied.
License fees and milestones received in exchange for the grant of a license to our functional intellectual property, such as patented technology and know-how in connection with a partnered development arrangement, are generally recognized at inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is generally not distinct from the non-licensed goods or services to be provided under the contract. Milestone payments that are contingent upon the occurrence of future events are evaluated and recorded at the most likely amount, and to the extent that it is probable that a significant reversal of revenue will not occur when the associated uncertainty is resolved.
Refer to Note 5, Revenue , for further discussion on our collaborative arrangements.
Product Sales, Net
Proprietary Product Sales
Our commercial portfolio of proprietary products includes XYOSTED and Hylenex recombinant which we sell primarily to wholesale pharmaceutical distributors and specialty pharmacies, who sell the products to hospitals, retail chain drug stores and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of products represents performance obligations under each purchase order. We use contract manufacturers to produce our proprietary products and third-party logistics vendors to process and fulfill orders . We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities. We have no obligations to wholesalers to generate pull-through sales.
Revenue is recognized when control has transferred to the customer, which is typically upon delivery, at the net selling price, which reflects the variable consideration for which reserves and sales allowances are established for estimated returns, wholesale distribution fees, prompt payment discounts, government rebates and chargebacks, plan rebate arrangements and patient discount and support programs. We recognize revenue from product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay us. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us.
The determination of certain reserves and sales allowances requires us to make a number of judgments and estimates to reflect our best estimate of the transaction price and the amount of consideration to which we believe we would be ultimately entitled to receive. The expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical and estimated future percentage of rebates incurred on sales, historical and future insurance plan billings, any new or anticipated changes in programs or regulations that would impact the amount of the actual rebates, customer purchasing patterns, product expiration dates and levels of inventory in the distribution channel. The estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, rebates and customer co-pay support programs are included in accrued expenses and accounts receivable, net in our consolidated balance sheets upon recognition of revenue from product sales. We monitor actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts differ from our estimates, we make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment.
Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when wholesalers sell our products at negotiated discounted prices to members of certain group purchasing organizations, pharmacy benefit managers and government programs. We also pay quarterly distribution fees to certain wholesalers for inventory reporting and chargeback processing, and to pharmacy benefit managers and group purchasing organizations as administrative fees for services and for access to their members. We concluded the benefits received in exchange for these fees are not distinct from our sales of our products, and accordingly we apply these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of our products and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors. We have compiled historical experience and data to estimate future returns and chargebacks of our products and the impact of the other discounts and fees we pay. When estimating these adjustments to the transaction price, we reduce it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known.
Each purchase order contains only one type of product, and is usually shipped to the wholesaler in a single shipment. Therefore, allocation of the transaction price to individual packages is not required.
In connection with the orders placed by wholesalers, we incur costs such as commissions to our sales representatives. However, as revenue from product sales is recognized upon delivery to the wholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the practical expedient allowed within the applicable guidance.
Partnered Product Sales
Bulk rHuPH20
We sell bulk rHuPH20 to partners for use in research and development and, subsequent to receiving marketing approval, we sell it for use in collaboration commercial products. Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement or a supply agreement, and delivery of units of bulk rHuPH20 represent performance obligations under each purchase order. We provide a standard warranty that the product conforms to specifications. We use contract manufacturers to produce bulk rHuPH20 and have concluded we are the principal in the sales to partners. The transaction price for each purchase order of bulk rHuPH20 is fixed based on the cost of production plus a contractual markup, and is not subject to adjustments. Allocation of the transaction price to individual quantities of the product is usually not required because each order contains only one type of product.
We recognize revenue from the sale of bulk rHuPH20 as product sales and related cost of sales upon transfer of title to our partners. At that time, the partners take control of the product, bear the risk of loss of ownership, and have an enforceable obligation to pay us.
Devices
We are party to several license, development, supply and distribution arrangements with pharmaceutical partners, under which we produce and are the exclusive supplier of certain products, devices and/or components. We recognize revenue from the sale of certain products, devices and/or components as product sales and related costs of sales at the point in time in which control is transferred to the customer, which is typically upon shipment of the goods to our partner. Sales terms and pricing are governed by the respective supply and distribution agreements, and there is generally no right of return. We provide a standard warranty that the product conforms to specifications. We use contract manufacturers to produce certain products, devices and/or components, and have concluded we are the principal in the sales to partners. Revenue is recognized at the transaction price, which includes the contractual per unit selling price. Allocation of the transaction price to individual quantities of the product is usually not required because each order contains only one type of product.
Cost of Sales
Cost of sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of proprietary and partnered products. Cost of sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of inventories that do not meet certain product specifications, if any.
Research and Development Expenses
Research and development expenses include salaries and benefits, allocation of facilities and other overhead expenses, research related manufacturing services, contract services, and other outside expenses related to manufacturing, preclinical and regulatory activities and our partner development platforms. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses.
We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Share-Based Compensation
We record compensation expense associated with stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and shares issued under our employee stock purchase plan (“ESPP”) in accordance with the authoritative guidance for share-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur.
Income Taxes
We provide for income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases at each reporting period. We measure deferred tax assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. Significant judgment is required by management to determine our provision for income taxes, our deferred tax assets and liabilities, and any associated valuation allowances recorded against our net deferred tax assets. Deferred tax assets (“DTA”) and other tax benefits are recorded when they are more likely than not to be realized. On a quarterly basis, we assess the need for valuation allowance on our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA addresses key provisions of the 2017 Tax Cuts and Jobs Act including the immediate expensing of domestic research and development expenditures and 100% bonus depreciation on qualified property. The impacts of the OBBBA are reflected in our consolidated statements of operations for the year ended December 31, 2025, of which there was no material impact to our income tax expense. As of December 31, 2025, certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal year and future periods.
Segment Information
We generate revenues from payments received (i) as royalties from licensing our ENHANZE technology and other royalty arrangements, (ii) under collaborative agreements with our partners and (iii) from sales of our proprietary and partnered products. There are no intra-entity sales or transfers. We operate our business in one operating segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes, devices, Hypercon technology, and the Surf Bio technology. This operating segment also includes revenues and expenses related to (i) research and development and manufacturing activities conducted under our collaborative agreements with third parties, (ii) product sales of proprietary and partnered products and (iii) associated selling, general and administrative expenses.
The chief operating decision-maker (“CODM”), our Chief Executive Officer, reviews the operating results on an aggregate basis and manages the operations as a single operating segment. The CODM assesses the segment’s performance and decides how to allocate resources based on consolidated net income that is reported in our consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The significant expense categories regularly provided to the CODM include cost of sales, research and development, amortization of intangibles, and selling, general and administrative expenses. These expense categories are reported as separate line items in our consolidated statements of income.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Adoption and Pending Adoption of Recent Accounting Pronouncements
The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted:
Standard Description Effective Date Adoption Method
Effect on the Financial
Statements or Other Significant Matters
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles–Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
The new guidance includes amendments to clarify and modernize the accounting for costs related to internal-use software, including removing all references to project stages and clarifying thresholds used to begin capitalizing internal-use software development costs. Annual periods beginning after December 15, 2027 (our 2028 Form 10-K), and interim reporting periods within those annual reporting periods (our Q1 2027 Form 10-Q) – Early adoption is permitted.
Prospective, Retrospective or Modified Transition Approach We early adopted the new guidance in the interim period ended September 30, 2025, on a prospective basis. The adoption did not have a material impact on our consolidated financial statements or financial statement disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt–Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
The new guidance includes amendments to clarify the requirements for determining whether certain early settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment.
Annual periods beginning after December 15, 2025 (our 2026 Form 10-K), and interim reporting periods within those annual reporting periods (our Q1 2026 Form 10-Q) – Early adoption is permitted.
Prospective or Retrospective
We early adopted the new guidance on January 1, 2025, on a prospective basis. The adoption did not have a material impact on our consolidated financial statements or financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
The new guidance is intended to enhance expense disclosures by requiring disaggregation of certain expenses included in the consolidated statements of income into specified expense categories in the notes to the consolidated financial statements. Annual periods beginning after December 15, 2026 (our 2027 Form 10-K), and interim reporting periods beginning after December 15, 2027 (our Q1 2028 Form 10-Q) – Early adoption is permitted.
Prospective or Retrospective We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
The new guidance includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. Annual periods beginning after December 15, 2024 (our 2025 Form 10-K) – Early adoption is permitted.
Prospective or Retrospective We adopted the new guidance on January 1, 2025, on a retrospective basis. The adoption did not have a material effect on our consolidated financial statements, but resulted in expanded financial statement disclosures.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
3. Business Combinations
Elektrofi, Inc.
On November 18, 2025, we acquired all outstanding equity interests of Elektrofi, Inc. according to the terms and conditions of the Agreement and Plan of Merger dated as of September 30, 2025 (the “Elektrofi Merger Agreement”). Elektrofi is a biopharmaceutical company with an innovative microparticle technology that has been demonstrated in non-clinical testing to enable hyperconcentration of drugs and biologics and reduce the injection volume for the same dosage, potentially expanding opportunities for at-home and health care provider administration. We acquired Elektrofi as a part of our strategy to expand our drug delivery technology offerings.
Hypercon technology is an innovative microparticle technology that has been demonstrated in non-clinical testing to enable hyperconcentration of drugs and biologics and reduce the injection volume for the same dosage, potentially expanding opportunities for at-home and health care provider administration.
The total purchase consideration of Elektrofi was $ 810.4 million. Each share of Elektrofi common stock issued and outstanding was converted into the right to receive $ 28.80 per share in cash without interest, less any applicable withholding taxes (“Merger Consideration”). Additionally, in connection with the transaction, $ 56.5 million was paid to Elektrofi option holders for options granted and outstanding as of November 18, 2025 under the Elektrofi 2015 Equity Compensation Plan. Other components of purchase consideration included an estimated fair value of contingent consideration of $ 23.0 million related to future milestone payments, and cash paid at closing to settle seller transaction costs of $ 18.4 million paid by us on behalf of Elektrofi.
The acquisition of Elektrofi was funded by cash on hand and rollover equity. We recognized transaction costs of $ 13.7 million in the year ended December 31, 2025. These costs are reported in selling, general and administrative expenses in our consolidated statements of income. Transaction costs include, but are not limited to, investment banker, advisory, legal, and other professional fees.
Purchase Consideration
The total purchase consideration was comprised of the following (in thousands):
Cash consideration payments to stockholders and option holders as of November 18, 2025
$ 787,392
Estimated fair value of contingent consideration 23,000
Total purchase consideration
$ 810,392
Fair Value of Assets Acquired and Liabilities Assumed
The acquisition of Elektrofi has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Halozyme treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value on the acquisition date. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.
The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations. We are still finalizing the allocation of the purchase price, therefore, the fair value estimates assigned to intangible assets, goodwill and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized. As a result, the preliminary estimates may be revised during the measurement period. These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
(in thousands)
Fair Value
Assets acquired
Cash and cash equivalents $ 84,427
Accounts receivable, net 4,755
Prepaid expenses and other current assets 879
Total current assets 90,061
Property and equipment, net 7,338
Operating lease right-of-use assets 8,441
Goodwill (1)
163,539
Intangible assets 705,000
Other assets 182
Total assets acquired
$ 974,561
Liabilities assumed
Accounts payable ( 929 )
Accrued expenses and other current liabilities ( 26,803 )
Deferred revenue, current ( 5,674 )
Operating lease liabilities, current ( 3,440 )
Other current liabilities ( 51 )
Total current liabilities ( 36,897 )
Deferred revenue, net of current portion ( 19,974 )
Operating lease liabilities, net of current portion ( 4,484 )
Other liabilities (2)
( 102,816 )
Total liabilities assumed $ ( 164,171 )
Net assets acquired 810,392
Less cash acquired ( 84,427 )
Total purchase price, net of cash acquired $ 725,965
(1) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected synergies of the combined operations and the assembled workforce acquired in the acquisition. Goodwill recognized as a result of the acquisition is not expected to be deductible for tax purposes.
(2) Includes $ 102.8 million of deferred tax liabilities.
F-25
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Identifiable Intangible Assets
The estimated fair value of the Hypercon developed technology platform asset was prepared using the replacement cost method which calculates present-day cost of replacing that asset with a similar asset in a similar condition. The estimated fair value of customer relationship assets were prepared using the multi-period excess earnings method which calculates the present value of the incremental after-tax cash flows attributable solely to each customer relationship. The estimated fair value of the trade name asset was prepared using the relief from royalty method which calculates the value of the trade name based on royalties that would be paid if licensed by a third party. The estimated useful lives are based on forecasted periods of benefit for each intangible asset. Useful lives and preliminary values are presented in the table below.
Amount (in thousands)
Useful life (years)
Hypercon developed technology platform
$ 230,000 15
Customer relationships
470,000 15
Trade name
5,000 15
Estimated fair value of intangible assets acquired
$ 705,000
Surf Bio, Inc.
On December 22, 2025, we acquired all outstanding equity interests of Surf Bio, Inc. according to the terms and conditions of the Agreement and Plan of Merger dated as of December 18, 2025 (the “Surf Bio Merger Agreement”). Surf Bio is a preclinical biopharmaceutical company that is transforming how antibodies and biologics are delivered to patients. We acquired Surf Bio as a part of our strategy to expand our drug delivery technology offerings.
The total purchase consideration of Surf Bio was $ 305.0 million to selling shareholders, inclusive of $ 10.2 million in transaction expenses. We acquired $ 6.4 million in cash and restricted cash, of which $ 4.3 million was used to fund seller payments and transaction expenses. An incremental $ 100.0 million in consideration is contingent to the sellers in the form of milestone payments which are dependent on the occurrence of future events.
The acquisition of Surf Bio was not considered a business combination as Surf Bio did not meet the definition of a business under ASC 805-10, Business Combinations. Rather, the asset purchase transaction was accounted for under the authoritative guidance for asset acquisitions within ASC 805-50, whereby the underlying asset was deemed an IPR&D asset with no alternative future use. We allocated the cost of the acquisition, or $ 294.2 million, among the assets acquired based on the relative fair value of such assets. The $ 294.2 million consisted of $ 294.8 million in consideration paid to the sellers, plus $ 10.2 million of transaction expenses, less $ 10.8 million in accelerated stock-based compensation expense. The acquired assets’ value is predominately concentrated in the IPR&D asset. In accordance with ASC 805-50, the fair value allocated to the IPR&D asset, or $ 284.9 million, was recorded in the consolidated statements of income in the year ended December 31, 2025. The fair value of other assets acquired and liabilities assumed were capitalized to the consolidated balance sheet. The $ 100.0 million in contingent consideration will be recognized in the future when and if milestones are met (i.e., when the contingent consideration is paid or payable) and does not meet the definition of a derivative.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
4. Fair Value Measurement
Available-for-sale marketable securities consisted of the following (in thousands):
December 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
U.S. treasury securities
$ 9,002 $ — $ ( 2 ) $ 9,000
Total marketable securities, available-for-sale $ 9,002 $ — $ ( 2 ) $ 9,000
December 31, 2024
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Asset-backed securities $ 251 $ — $ — $ 251
Corporate debt securities 102,632 150 ( 207 ) 102,575
U.S. treasury securities
367,700 442 ( 572 ) 367,570
Agency bonds 9,844 — ( 16 ) 9,828
Total marketable securities, available-for-sale $ 480,427 $ 592 $ ( 795 ) $ 480,224
As of December 31, 2025, all available-for-sale marketable securities with a fair market value of $ 9.0 million were in an immaterial gross unrealized loss position. Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of December 31, 2025 because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis.
The estimated fair value of our contractual maturities of available-for-sale debt securities were as follows (in thousands):
December 31, 2025 December 31, 2024
Due within one year $ 9,000 $ 314,978
Due after one year but within five years (1)
— 165,246
Total estimated fair value of available-for-sale securities
$ 9,000 $ 480,224
(1) These investments are classified as current assets which reflects management’s intention to use the proceeds from the sale of these investments to fund operations, as necessary.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):
December 31, 2025 December 31, 2024
Level 1 Level 2 Total Estimated Fair Value
Level 1 Level 2 Total Estimated Fair Value
Assets
Cash equivalents
Money market funds $ 175 $ — $ 175 $ 55,182 $ — $ 55,182
Available-for-sale marketable
securities
Asset-backed securities — — — — 251 251
Corporate debt securities — — — — 102,575 102,575
U.S. treasury securities
9,000 — 9,000 367,570 — 367,570
Agency bonds — — — 9,828 — 9,828
Derivative instruments
Currency hedging contracts (1)
— — — — 4,006 4,006
Total assets measured at fair value
$ 9,175 $ — $ 9,175 $ 432,580 $ 106,832 $ 539,412
Liabilities
Derivative instruments
Currency hedging contracts (1)
$ — $ 22,891 $ 22,891 $ — $ 17 $ 17
(1) Based on observable market transactions of spot currency rates, forward currency rates or equivalently-termed instruments. Carrying amounts of the financial assets and liabilities are equal to the fair value. As of December 31, 2025, the derivative liabilities recorded within accrued expenses and other long-term liabilities in our consolidated balance sheets were $ 7.7 million and $ 15.1 million , respectively. As of December 31, 2024, the derivative assets recorded within prepaid expenses and other current assets and prepaid expenses and other assets in our consolidated balance sheets were $ 2.4 million and $ 1.6 million , respectively. The derivative liabilities recorded within other long-term liabilities in our consolidated balance sheets as of December 31, 2024 were not material.
We had no available-for-sale securities that were classified within Level 3 as of December 31, 2025 and 2024.
A contingent liability was assumed as part of the Antares acquisition related to TLANDO. The acquisition date fair value was measured using the income approach, specifically the probability weighted expected return method for the development milestone payments and the option pricing methodology using the Monte Carlo simulation for commercial milestone payments and royalty payments. Estimates and assumptions used in the Monte Carlo simulation include forecasted revenues, cost of debt, risk free rate, weighted average cost of capital, revenue market price risk and revenue volatility. Estimates and assumptions used in the income approach include the probability of achieving certain milestones and a discount rate. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Changes in the fair value subsequent to the acquisition date is recognized in our consolidated statements of income. In September 2023, we provided Lipocine notice of termination of the TLANDO license agreement effective January 31, 2024. Based on the fair value remeasurement performed, we recognized a gain on change in fair value of the contingent liability of $ 13.2 million for the twelve months ended December 31, 2023 in our consolidated statements of income.
A contingent liability with a preliminary value of $ 23.0 million was assumed as part of the Elektrofi acquisition related to future milestone payments. The acquisition date fair value of contingent consideration was measured using the income
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
approach, specifically the probability weighted expected return method for the development milestone payments. The fair value of the contingent liability will be remeasured quarterly. Estimates and assumptions used in the valuation include probability of achieving certain milestones, the expected timing of achieving these milestones, and a discount rate. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Changes in the fair value subsequent to the acquisition date will be recognized in our consolidated statements of income.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
5. Revenue
Our disaggregated revenues were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Royalties $ 867,840 $ 570,991 $ 447,865
Product sales, net
Proprietary product sales
194,608 166,620 130,834
Bulk rHuPH20 sales
133,023 86,334 115,442
Device partnered product sales
48,813 50,538 54,578
Total product sales, net 376,444 303,492 300,854
Revenues under collaborative agreements
Upfront license and target nomination fees
18,471 27,000 2,000
Event-based development and regulatory milestones and other fees
47,000 72,500 69,000
Sales-based milestones
70,000 30,000 —
Device licensing and development revenue
16,856 11,341 9,534
Total revenues under collaborative agreements 152,327 140,841 80,534
Total revenues
$ 1,396,611 $ 1,015,324 $ 829,253
During the year ended December 31, 2025, we recognized revenue related to licenses granted to partners in prior periods in the amount of $ 984.8 million. This amount represents royalties and sales milestone earned in the current period, in addition to $ 47.0 million of variable consideration in the contracts where uncertainties were resolved and the development milestones are expected to be achieved or were achieved. We also recognized revenue of $ 2.0 million during the year ended December 31, 2025 that had been included in accrued expenses and other long-term liabilities in our consolidated balance sheets as of December 31, 2024.
Accounts receivable, net, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including partners, consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Accounts receivable, net $ 426,273 $ 288,204
Other contract assets 15,000 20,251
Deferred revenues 35,482 10,343
As of December 31, 2025, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $ 325.0 million, of which $ 289.5 million relates to unfulfilled product purchase orders and $ 35.5 million has been collected and is reported as other long-term liabilities in our consolidated balance sheets. The unfulfilled product purchase orders are estimated to be delivered by the end of 2027. Of the total deferred revenues of $ 35.5 million, $ 6.8 million is expected to be used by our customers within the next 12 months.
We recognized contract assets of $ 15.0 million as of December 31, 2025, which related to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
6. Certain Balance Sheet Items
Accounts receivable, net and contract assets consisted of the following (in thousands):
December 31,
2025 December 31,
2024
Product sales to partners $ 69,832 $ 37,599
Revenues under collaborative agreements 40,020 29,452
Royalty payments 259,298 164,348
Other product sales 65,117 65,542
Other receivable 1,612 —
Contract assets 15,000 20,251
Total accounts receivable and contract assets
450,879 317,192
Allowance for distribution fees and discounts ( 9,606 ) ( 8,737 )
Total accounts receivable, net and contract assets
$ 441,273 $ 308,455
Inventories consisted of the following (in thousands):
December 31,
2025 December 31,
2024
Raw materials $ 21,869 $ 24,015
Work-in-process 30,920 30,169
Finished goods 144,454 142,944
Total inventories
197,243 197,128
Less long-term portion (1)
( 20,768 ) ( 55,268 )
Total inventories, current
$ 176,475 $ 141,860
(1) Long-term portion of inventories represents inventory expected to remain on hand beyond one year and therefore is included in prepaid expenses and other assets in the consolidated balance sheets.
Prepaid expenses and other assets consisted of the following (in thousands):
December 31,
2025 December 31,
2024
Prepaid manufacturing expenses $ 71,925 $ 36,317
Other prepaid expenses 14,563 10,562
Long-term inventories
20,768 55,268
Other assets 10,934 17,400
Total prepaid expenses and other assets
118,190 119,547
Less long-term portion
( 53,551 ) ( 80,596 )
Total prepaid expenses and other assets, current
$ 64,639 $ 38,951
Prepaid manufacturing expenses include raw materials, slot reservation fees and other amounts paid to contract manufacturing organizations. Such amounts are reclassified to work-in-process inventory as materials are used or the contract manufacturing organization services are complete.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Property and equipment, net consisted of the following (in thousands):
December 31,
2025 December 31,
2024
Research equipment $ 18,305 $ 9,811
Manufacturing equipment 41,863 39,760
Computer and office equipment 8,034 7,955
Internal-use software
1,878 1,755
Leasehold improvements 7,521 7,012
Subtotal
77,601 66,293
Accumulated depreciation and amortization ( 33,159 ) ( 25,429 )
Subtotal 44,442 40,864
Right of use of assets 37,695 34,171
Total property and equipment, net
$ 82,137 $ 75,035
Depreciation and amortization expense was approximately $ 11.4 million, $ 10.3 million, and $ 11.1 million, inclusive of ROU asset amortization of $ 6.5 million, $ 5.7 million and $ 5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Accrued expenses consisted of the following (in thousands):
December 31,
2025 December 31,
2024
Accrued compensation and payroll taxes $ 28,621 $ 24,400
Accrued outsourced manufacturing expenses 11,775 16,682
Taxes payable
44,148 30,995
Product returns and sales allowance 46,594 54,588
Other accrued expenses 104,349 26,239
Lease liability 34,569 30,705
Total accrued expenses
270,056 183,609
Less long-term portion ( 113,863 ) ( 54,758 )
Total accrued expenses, current
$ 156,193 $ 128,851
Expense associated with the accretion of the lease liabilities was approximately $ 2.2 million, $ 2.2 million and $ 2.5 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively. Total lease expense for the twelve months ended December 31, 2025, 2024 and 2023 was $ 8.7 million, $ 7.9 million and $ 8.0 million, respectively.
Cash paid for amounts related to leases for the twelve months ended December 31, 2025, 2024 and 2023 was $ 7.7 million, $ 6.9 million and $ 6.7 million, respectively.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
7. Goodwill and Intangible Assets, net
Goodwill
A summary of the activity impacting goodwill is presented below (in thousands):
Balance as of December 31, 2024
$ 416,821
Goodwill acquired
163,539
Balance as of December 31, 2025
$ 580,360
Intangible Assets, net
Our acquired intangible assets are amortized using the straight-line method over their estimated useful lives of seven to fifteen years . The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of December 31, 2025 (in thousands).
Weighted Average Useful Life (in years)
Gross Carrying Value Accumulated Amortization Net Carrying Value
Auto-injector technology platform
7 $ 402,000 $ 207,021 $ 194,979
XYOSTED proprietary product 10 136,200 49,098 87,102
Hypercon developed technology platform
15 230,000 1,831 228,169
Customer relationships
15 470,000 3,743 466,257
Trade name
15 5,000 40 4,960
Total intangible assets, net (1)
$ 1,243,200 $ 261,733 $ 981,467
(1) An impairment charge of $ 48.7 million was recognized during the year ended December 31, 2025 resulting in the full impairment of the ATRS-1902 IPR&D intangible asset. The impairment charge resulted from a strategic decision to discontinue the development of ATRS-1902 due to strategic initiatives executed in the quarter ended December 31, 2025.
The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of December 31, 2024 (in thousands).
Weighted Average Useful Life (in years)
Gross Carrying Value Accumulated Amortization Net Carrying Value
Auto-injector technology platform
7 $ 402,000 $ 149,592 $ 252,408
XYOSTED proprietary product 10 136,200 35,478 100,722
Total infinite-lived intangible assets, net
$ 538,200 $ 185,070 $ 353,130
ATRS-1902 (IPR&D)
Indefinite
48,700
Total intangible assets, net
$ 401,830
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Estimated future annual amortization of finite-lived intangible assets is shown in the following table (in thousands). Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors.
Year
Amortization Expense
2026
$ 118,049
2027
118,049
2028
118,049
2029
83,314
2030
60,620
Thereafter 483,386
Total $ 981,467
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
8. Long-Term Debt, Net
0.875 % Convertible Notes due 2032
In November 2025, we completed the sale of $ 750.0 million in aggregate principal amount of 0.875 % Convertible Senior Notes due 2032 (the “2032 Convertible Notes”). The net proceeds from the issuance of the 2032 Convertible Notes, after deducting the initial purchasers’ fee of $ 15.0 million, was approximately $ 735.0 million. We also incurred additional debt issuance costs totaling $ 0.5 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.
The 2032 Convertible Notes pay interest semi-annually in arrears on May 15th and November 15th of each year at an annual rate of 0.875 %. The 2032 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2032 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2032 Convertible Notes have a maturity date of November 15, 2032.
Holders may convert their 2032 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2032 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, May 15, 2032, until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2025, the 2032 Convertible Notes were not convertible.
Upon conversion, we will pay cash for the settlement of principal, and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2032 Convertible Notes is 11.4683 shares of common stock per $1,000 in principal amount of 2032 Convertible Notes, equivalent to a conversion price of approximately $ 87.20 per share of our common stock. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest.
As of December 31, 2025, we were in compliance with all covenants.
2032 Capped Call Transactions
In connection with the offering of the 2032 Convertible Notes, we entered into capped call transactions with certain counterparties (the “2032 Capped Call Transactions”). The 2032 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2032 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2032 Convertible Notes. The cap price of the 2032 Capped Call Transactions is initially $ 136.78 per share of common stock, representing a premium of 100 % above the last reported sale price of $ 68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2032 Capped Call Transactions. As of December 31, 2025, no 2032 Capped Call Transactions had been exercised.
Pursuant to their terms, the 2032 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $ 106.8 million for the 2032 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets. The 2032 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2032 Convertible Notes, and do not affect any holder’s rights under the 2032 Convertible Notes. Holders of the 2032 Convertible Notes do not have any rights with respect to the 2032 Capped Call Transactions.
0.00 % Convertible Notes due 2031
In November 2025, we completed the sale of $ 750.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”). The net proceeds from the issuance of the 2031 Convertible Notes, after deducting the initial purchasers’ fee of $ 15.0 million, was approximately $ 735.0 million. We also incurred additional debt issuance costs totaling $ 0.5 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
The 2031 Convertible Notes will not bear regular interest and the principal amount of the 2031 Convertible Notes will not accrete. The 2031 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2031 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2031 Convertible Notes have a maturity date of February 15, 2031.
Holders may convert their 2031 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2031 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, August 15, 2030, until the close of business on the scheduled trading day immediately before the maturity date. As of December 31, 2025, the 2031 Convertible Notes were not convertible.
Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2031 Convertible Notes is 11.4683 shares of common stock per $1,000 in principal amount of 2031 Convertible Notes, equivalent to a conversion price of approximately $ 87.20 per share of our common stock. The conversion rate is subject to adjustment.
As of December 31, 2025, we were in compliance with all covenants.
2031 Capped Call Transactions
In connection with the offering of the 2031 Convertible Notes, we entered into capped call transactions with certain counterparties (the “2031 Capped Call Transactions”). The 2031 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2031 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2031 Convertible Notes. The cap price of the 2031 Capped Call Transactions is initially $ 136.78 per share of common stock, representing a premium of 100 % above the last reported sale price of $ 68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2031 Capped Call Transactions. As of December 31, 2025, no 2031 Capped Call Transactions had been exercised.
Pursuant to their terms, the 2031 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $ 104.0 million for the 2031 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets. The 2031 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2031 Convertible Notes, and do not affect any holder’s rights under the 2031 Convertible Notes. Holders of the 2031 Convertible Notes do not have any rights with respect to the 2031 Capped Call Transactions.
1.00 % Convertible Notes due 2028
In August 2022, we completed the sale of $ 720.0 million in aggregate principal amount of 1.00 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”). The net proceeds from the issuance of the 2028 Convertible Notes, after deducting the initial purchasers’ fee of $ 18.0 million, was approximately $ 702.0 million. We also incurred additional debt issuance costs totaling $ 1.0 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.
The 2028 Convertible Notes pay interest semi-annually in arrears on February 15th and August 15th of each year at an annual rate of 1.00 %. The 2028 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2028 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2028 Convertible Notes have a maturity date of August 15, 2028.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Holders may convert their 2028 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2028 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2025, the 2028 Convertible Notes were not convertible.
Upon conversion, we will pay cash for the settlement of principal, and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2028 Convertible Notes is 17.8517 shares of common stock per $1,000 in principal amount of 2028 Convertible Notes, equivalent to a conversion price of approximately $ 56.02 per share of our common stock. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest.
In connection with the offering of the 2032 Convertible Notes and 2031 Convertible Notes, we used a portion of the net proceeds of the offering to enter into privately negotiated agreement with certain holder of its outstanding 2028 Convertible Notes to repurchase their 2028 Convertible Notes for cash. In connection with the repurchases, we paid approximately $ 342.9 million in cash, which included a premium, inducement expense and accrued interest.
As of December 31, 2025, we were in compliance with all covenants.
2028 Capped Call Transactions
In connection with the offering of the 2028 Convertible Notes, we entered into capped call transactions with certain counterparties (the “2028 Capped Call Transactions”). The 2028 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2028 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2028 Convertible Notes. The cap price of the 2028 Capped Call Transactions is initially $ 75.4075 per share of common stock, representing a premium of 75 % above the last reported sale price of $ 43.09 per share of common stock on August 15, 2022, and is subject to certain adjustments under the terms of the 2028 Capped Call Transactions. As of December 31, 2025, no 2028 Capped Call Transactions had been exercised.
Pursuant to their terms, the 2028 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $ 69.1 million for the 2028 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets. The 2028 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2028 Convertible Notes, and do not affect any holder’s rights under the 2028 Convertible Notes. Holders of the 2028 Convertible Notes do not have any rights with respect to the 2028 Capped Call Transactions.
0.25 % Convertible Notes due 2027
In March 2021, we completed the sale of $ 805.0 million in aggregate principal amount of 0.25 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”). The net proceeds from the issuance of the 2027 Convertible Notes, after deducting the initial purchasers’ fee of $ 20.1 million, was approximately $ 784.9 million. We also incurred additional debt issuance costs totaling $ 0.4 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.
The 2027 Convertible Notes pay interest semi-annually in arrears on March 1st and September 1st of each year at an annual rate of 0.25 %. The 2027 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2027 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2027 Convertible Notes have a maturity date of March 1, 2027.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Holders may convert their 2027 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2027 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately before the maturity date. As of December 31, 2025, the 2027 Convertible Notes were not convertible.
Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2027 Convertible Notes is 12.9576 shares of common stock per $1,000 in principal amount of 2027 Convertible Notes, equivalent to a conversion price of approximately $ 77.17 per share of our common stock. The conversion rate is subject to adjustment.
In connection with the offering of the 2032 Convertible Notes and 2031 Convertible Notes, we used a portion of the net proceeds of the offering to enter into privately negotiated agreement with certain holder of its outstanding 2027 Convertible Notes to repurchase their 2027 Convertible Notes for cash. In connection with the repurchases, we paid approximately $ 676.8 million in cash, which included a premium, inducement expense and accrued interest.
As of December 31, 2025, we were in compliance with all covenants.
1.25 % Convertible Notes due 2024
In November 2019, we completed the sale of $ 460.0 million in aggregate principal amount of 1.25 % Convertible Senior Notes due 2024 (the “2024 Convertible Notes”). The net proceeds from the issuance of the 2024 Convertible Notes, after deducting the initial purchasers’ fee of $ 12.7 million, was approximately $ 447.3 million. We also incurred debt issuance cost totaling $ 0.3 million. Debt issuance costs and the initial purchasers’ fee were presented as a debt discount.
In January 2021, we notified the note holders of our irrevocable election to settle the principal of the 2024 Convertible Notes in cash and for the premium, to deliver shares of common stock. The conversion rate for the 2024 Convertible Notes was 41.9208 shares of common stock per $1,000 in principal amount of 2024 Convertible Notes, equivalent to a conversion price of approximately $ 23.85 per share of our common stock. The conversion rate was subject to adjustment.
In January 2023, we issued a notice for the redemption of 2024 Convertible Notes. Holders of the notes could convert their notes at any time prior to the close of the business day prior to the redemption date. In March 2023, holders of the notes elected to convert the 2024 Convertible Notes in full. In connection with the conversion, we paid approximately $ 13.5 million in cash which included principal and accrued interest, and issued 288,886 shares of our common stock representing the intrinsic value based on the contractual conversion rate.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Net Carrying Amounts of our Convertible Notes
The carrying amount and fair value of our Convertible Notes were as follows (in thousands).
December 31,
2025 December 31,
2024
Principal amount
2027 Convertible Notes $ 209,575 $ 805,000
2028 Convertible Notes 469,999 720,000
2031 Convertible Notes
750,000 —
2032 Convertible Notes
750,000 —
Total principal amount
$ 2,179,574 $ 1,525,000
Unamortized debt discount
2027 Convertible Notes $ ( 1,058 ) $ ( 7,518 )
2028 Convertible Notes ( 5,561 ) ( 11,684 )
2031 Convertible Notes
( 15,108 ) —
2032 Convertible Notes
( 15,217 ) —
Total unamortized debt discount $ ( 36,944 ) $ ( 19,202 )
Carrying amount
2027 Convertible Notes $ 208,517 $ 797,482
2028 Convertible Notes 464,438 708,316
2031 Convertible Notes
734,892 —
2032 Convertible Notes
734,783 —
Total carrying amount $ 2,142,630 $ 1,505,798
Fair value based on trading levels (Level 2)
2027 Convertible Notes $ 229,736 $ 769,218
2028 Convertible Notes 624,690 779,882
2031 Convertible Notes
755,655 —
2032 Convertible Notes
764,213 —
Total fair value of outstanding notes $ 2,374,294 $ 1,549,100
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes (in thousands).
Year Ended December 31,
2025 2024 2023
Coupon interest
2024 Convertible Notes $ — $ — $ 36
2027 Convertible Notes 1,810 2,013 2,013
2028 Convertible Notes 6,860 7,200 7,200
2032 Convertible Notes
893 — —
Total coupon interest
$ 9,563 $ 9,213 $ 9,249
Amortization of debt discount
2024 Convertible Notes $ — $ — $ 24
2027 Convertible Notes 3,029 3,432 3,409
2028 Convertible Notes 2,980 3,118 3,073
2031 Convertible Notes
397 — —
2032 Convertible Notes
289 — —
Total amortization of debt discount $ 6,695 $ 6,550 $ 6,506
Interest expense
2024 Convertible Notes $ — $ — $ 60
2027 Convertible Notes 4,839 5,445 5,422
2028 Convertible Notes 9,840 10,318 10,273
2031 Convertible Notes
397 — —
2032 Convertible Notes
1,182 — —
Total interest expense $ 16,258 $ 15,763 $ 15,755
Effective interest rates
2027 Convertible Notes 0.7 % 0.7 % 0.7 %
2028 Convertible Notes 1.5 % 1.5 % 1.5 %
2031 Convertible Notes
0.4 % — % — %
2032 Convertible Notes
1.2 % — % — %
Revolving Credit and Term Loan Facilities
In May 2022, we entered into a credit agreement, which was subsequently amended (i) in August 2022 (the “First Amendment”), (ii) in March 2023 (the “Second Amendment”) and (iii) in November 2025 (the “Third Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the credit agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “2022 Credit Agreement”), evidencing a credit facility (the “2022 Facility”) that provides for a $ 750 million revolving credit facility (the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility will mature on the earlier of (a) November 5, 2030 and (b) the Springing Revolver Maturity Date (as defined in the 2022 Credit Agreement), unless the Amended Revolving Credit Facility is extended prior to such date in accordance with the 2022 Credit Agreement.
Borrowings under the Amended Revolving Credit Facility bear interest at a rate equal to an applicable margin plus: (a) the applicable Term SOFR (as defined in the Credit Agreement) rate, or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50 %, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.00 %, and (4) 1.00 %. The applicable margin for the Amended Revolving Credit Facility ranges, based on our consolidated total net leverage ratio, from 0.25 % to 1.25 % in the case of base rate loans and from 1.25 % to 2.25 % in the case of Term SOFR rate loans. In addition to paying interest on the outstanding principal under the Amended Revolving Credit
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees.
The margin for the 2022 Facility ranges, based on our consolidated total net leverage ratio, from 0.25 % to 1.25 % in the case of base rate loans and from 1.25 % to 2.25 % in the case of Term SOFR rate loans. In addition to paying interest on the outstanding principal under the 2022 Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees. The commitment fees range from 0.15 % to 0.35 % per annum based on our consolidated net leverage ratio.
As of December 31, 2025, the Revolving Credit Facility was undrawn. We incurred a total of $ 7.3 million in third-party costs related to the 2022 Credit Agreement which are recorded as debt issuance cost within prepaid expenses and other assets in our consolidated balance sheets. As of December 31, 2025, the unamortized debt issuance cost related to the revolving credit facility was $ 4.6 million.
Future maturities and interest payments of long-term debt as of December 31, 2025, are as follows (in thousands):
2026 $ 11,841
2027 221,099
2028 481,261
2029 6,563
2030 6,563
Thereafter 1,513,125
Total minimum payments 2,240,452
Less amount representing coupon interest ( 60,878 )
Gross balance of long-term debt 2,179,574
Less unamortized debt discount ( 36,944 )
Carrying value of long-term debt 2,142,630
Less current portion of long-term debt —
Long-term debt, less current portion and unamortized debt discount $ 2,142,630
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
9. Stockholders’ Equity
Share-based Compensation
We currently grant stock options, RSUs and PSUs under our Amended and Restated 2021 Stock Plan (“2021 Stock Plan”), which was approved by the stockholders on May 5, 2021 an d provides for the grant of up to 17.8 million shares of common stock to selected employees, consultants and non-employee members of our Board of Directors as stock options, stock appreciation rights, RSUs and PSUs. Awards are subject to terms and conditions established by the Compensation Committee of our Board of Directors. During the year ended December 31, 2025, we granted share-based awards under the 2021 Stock Plan. As of December 31, 2025, 6.9 million shares were subject to outstanding awards and 8.1 million shares were available for future grants of share-based awards.
The following table summarizes share-based compensation expense included in our consolidated statements of income related to share-based awards excluding the acceleration of Elektrofi and Surf Bio equity awards (in thousands):
Year Ended December 31,
2025 2024 2023
Research and development $ 14,555 $ 12,985 $ 13,345
Selling, general and administrative 37,010 30,400 23,275
Total share-based compensation expense
$ 51,565 $ 43,385 $ 36,620
Share-based compensation expense by type of share-based award was as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Stock options $ 15,650 $ 16,078 $ 16,351
RSUs, PSUs and ESPP
35,915 27,307 20,269
Total share-based compensation expense
$ 51,565 $ 43,385 $ 36,620
Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized as of December 31, 2025 (in thousands, unless otherwise noted):
December 31, 2025
Unrecognized
Expense Remaining
Weighted-Average
Recognition Period
( in years)
Stock options $ 31,516 2.25
RSUs 56,647 2.47
PSUs 23,426 1.95
ESPP 270 0.34
ESPP. In February 2021, our Board of Directors approved our 2021 ESPP and our stockholders approved the plan in May 2021. The 2021 ESPP enables eligible employees to purchase shares of our common stock at the end of each offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Share purchases are funded through payroll deduction of at least 1 % and up to 15 % of an employee’s compensation for each payroll period, and no employee may purchase shares under the 2021 ESPP that exceeds $ 25,000 worth of our common stock for a calendar year. As of December 31, 2025, 2,516,896 shares were available for future purchase. The offering period is generally for a six-month period and the first offering period commenced on June 16, 2021. Offering periods shall commence on or about the sixteenth day of June and December of each year and end on or about the fifteenth day of the next December and June, respectively, occurring thereafter. During the twelve months ended December 31, 2025, 42,698 shares were issued pursuant to the 2021 ESPP.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Stock Options. Options granted under the 2021 Stock Plan must have an exercise price equal to at least 100 % of the fair market value of our common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest at the rate of one-fourth of the shares on the first anniversary of the date of grant and 1/48 of the shares monthly thereafter. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2021 Stock Plan).
A summary of our stock option award activity as of and for the year ended December 31, 2025 is as follows:
Shares
Underlying
Stock Options Weighted
Average Exercise
Price per Share Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value (in millions)
Outstanding as of December 31, 2024
5,476,206 $ 31.83
Granted 781,657 46.71
Exercised ( 1,122,386 ) 24.91
Canceled/forfeited ( 276,344 ) 44.62
Outstanding as of December 31, 2025
4,859,133 35.10 5.90 $ 70.5
Vested and expected to vest as of December 31, 2025
4,859,133 35.10 5.90 70.5
Exercisable as of December 31, 2025
3,371,956 $ 30.87 4.82 $ 58.5
The weighted average grant date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $ 29.52 per share, $ 17.75 per share and $ 17.72 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was approximately $ 46.3 million, $ 31.4 million and $ 13.7 million, respectively. Cash received from stock option exercises for the years ended December 31, 2025, 2024 and 2023 was approximately $ 28.0 million, $ 32.7 million and $ 10.0 million, respectively.
The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”). Expected volatility is based on historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption is based on the expectation of no future dividend payments. The assumptions used in the Black-Scholes Model were as follows:
Year Ended December 31,
2025 2024 2023
Expected volatility 39.68 - 42.14 %
40.01 - 42.13 %
39.68 - 40.82 %
Average expected term (in years) 4.8 5.0 4.8
Risk-free interest rate 3.67 - 4.34 %
3.65 - 4.70 %
3.37 - 4.72 %
Expected dividend yield — — —
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Restricted Stock Units . A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. RSUs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant.
The following table summarizes our RSU activity during the year ended December 31, 2025:
Number of
Shares Weighted
Average
Grant Date
Fair Value Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value (in millions)
Outstanding as of December 31, 2024
1,398,776 $ 42.43
Granted 772,787 60.04
Vested ( 459,420 ) 42.53
Forfeited ( 190,237 ) 47.59
Outstanding as of December 31, 2025
1,521,906 $ 50.69 1.33 $ 72.8
The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was approximately $ 19.5 million, $ 15.5 million and $ 12.9 million, respectively. The fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was approximately $ 26.8 million, $ 16.5 million and $ 18.3 million, respectively.
Performance Stock Units . A PSU is a promise by us to issue a share of our common stock upon achievement of a specific performance condition.
The following table summarizes our PSU activity during the year ended December 31, 2025:
Number of
Shares Weighted
Average
Grant Date
Fair Value
Outstanding as of December 31, 2024
482,403 $ 46.64
Granted 442,868 49.05
Vested ( 154,032 ) 41.79
Forfeited ( 55,096 ) 53.70
Outstanding as of December 31, 2025
716,143 $ 48.63
The estimated fair value of the PSUs was based on the closing market value of our common stock on the date of grant. The fair value of PSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 9.0 million, $ 1.6 million and $ 0.2 million, respectively.
Share Repurchases
In December 2021, our Board of Directors authorized a capital return program to repurchase up to $ 750.0 million of our outstanding common stock over a three -year period which we completed in June 2024. A total of 19.1 million shares were repurchased over the three -year period at an average price per share of $ 39.31 .
In February 2024, our Board of Directors authorized a new capital return program to repurchase up to $ 750.0 million of our outstanding common stock. In December 2024, we entered into an Accelerated Share Repurchase (“ASR”) agreement with Bank of America, N.A. to repurchase $ 250.0 million of our outstanding common stock. Pursuant to the agreement, at the inception of the ASR, we paid $ 250.0 million to Bank of America, N.A. and took initial delivery of 4.2 million shares, representing approximately 80 percent of the total shares to be repurchased under the ASR agreement measured based on the closing price of our common stock on the transaction trade date. In March 2025, we finalized the ASR transaction resulting in a total repurchase of 4.7 million shares at an average price of $ 53.95 per share.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
In May 2025, we announced a second $ 250.0 million share repurchase under the $ 750.0 million approved program from February 2024. The second $ 250.0 million share repurchase was completed in June 2025, resulting in a total purchase of 4.8 million shares at an average price of $ 52.09 per share.
In June 2025, we initiated the third $ 250.0 million share repurchase tranche under the $ 750.0 million approved program from February 2024. As of December 31, 2025, $ 92.3 million has been used to repurchase approximately 1.7 million shares at an average price of $ 52.89 per share.
We had the following share repurchase activity under the approved share repurchase program (in thousands, except share and per share amounts):
2025
Total Number of Shares Purchased
Weighted-Average Price Paid Per Share
Total Cost
First quarter (1)
452,453 $ 53.95 $ 24,410
Second quarter (2)
5,818,338 52.16 303,490
Third quarter (2)
725,514 53.59 38,882
Fourth quarter
— — —
6,996,305 $ 52.42 $ 366,782
(1) The shares we repurchased during the first quarter are part of the ASR initiated in December 2024.
(2) Included in the total cost of shares purchased is a commission fee of $ 0.02 per share.
All shares repurchased under our capital return programs have been retired and have resumed their status of authorized and unissued shares.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
10. Earnings per share
Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Outstanding stock options, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and the Convertible Notes are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.
Potentially dilutive common shares issuable upon vesting of stock options, RSUs and PSUs are determined using the average share price for each period under the treasury stock method. Potentially dilutive common shares issuable upon conversion of the Convertible Notes are determined using the if-converted method. Since we have committed to settle the principal amount of the Convertible Notes in cash upon conversion only, the number of shares for the conversion spread will be included as a dilutive common stock equivalent.
A reconciliation of the numerators and the denominators of the basic and diluted earnings per share computations is as follows (in thousands, except per share amounts):
Year Ended December 31,
2025 2024 2023
Numerator
Net income $ 316,889 $ 444,091 $ 281,594
Denominator
Weighted average common shares outstanding for basic earnings per share
119,840 126,827 131,927
Dilutive potential common stock outstanding
Stock options
2,077 1,827 1,824
RSUs, PSUs and ESPP
969 696 388
Convertible Notes 1,018 74 58
Weighted average common shares outstanding for diluted earnings per share
123,904 129,424 134,197
Earnings per share
Basic $ 2.64 $ 3.50 $ 2.13
Diluted $ 2.56 $ 3.43 $ 2.10
Shares which have been excluded from the calculation of diluted earnings per common share because their effect was anti-dilutive include the following (shares in millions):
Year Ended December 31,
2025 2024 2023
Anti-dilutive securities (1)
24.6 26.1 27.8
(1) The anti-dilutive securities include outstanding stock options, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and Convertible Notes.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
11. Commitments and Contingencies
Operating Leases
Our properties consist of leased office, laboratory, warehouse and assembly facilities. Our administrative offices and research facilities are located in San Diego, California. We also lease a building in Minnetonka, Minnesota consisting of office, assembly operations, and warehousing space, two leased buildings in Boston, Massachusetts consisting of office and lab space and have a small leased administrative office in Ewing, New Jersey. We lease an aggregate of approximately 196,000 square feet of space. We pay a pro rata share of operating costs, insurance costs, utilities and real property taxes. Additionally, we lease certain office equipment and vehicles under operating leases. Total rent expense was approximately $ 9.4 million, $ 8.6 million and $ 9.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Approximate annual future minimum operating lease payments as of December 31, 2025 are as follows (in thousands):
Year
Operating
Leases
2026 $ 11,277
2027 9,005
2028 7,857
2029 6,271
2030 5,334
Thereafter 747
Total minimum lease payments 40,491
Less imputed interest ( 5,922 )
Total $ 34,569
The weighted-average remaining lease term of our operating leases is approximately 4.16 years.
Legal Contingencies
From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated statements of income and balance sheets. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in our opinion, individually or in the aggregate, would have a material adverse effect on our consolidated statements of income or balance sheets.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
12. Income Taxes
Total income before income tax expense summarized by region was as follows (in thousands):
Year Ended December 31,
2025 2024 2023
United States $ 467,527 $ 557,852 $ 348,828
Foreign ( 652 ) ( 720 ) ( 499 )
Income before income tax expense
$ 466,875 $ 557,132 $ 348,329
Significant components of our net deferred tax assets (liabilities) were as follows (in thousands).
December 31,
2025 2024
Deferred tax assets
Net operating loss carryforwards $ 60,853 $ 20,736
Capped call transactions
46,806 —
Research and development and credits
22,308 17,868
Share-based compensation 9,960 6,567
ASC 842 lease liability 7,927 7,126
Capitalized research expense 5,370 30,253
Inventory related reserves 19,691 19,867
Other, net 16,949 4,206
Total deferred tax assets 189,864 106,623
Valuation allowance for deferred tax assets ( 878 ) ( 2,363 )
Deferred tax assets, net of valuation allowance 188,986 104,260
Deferred tax liabilities
Non-deductible book amortization ( 217,883 ) ( 89,247 )
ASC 842 right of use asset ( 8,589 ) ( 7,882 )
Other, net ( 5,438 ) ( 3,276 )
Total deferred tax liabilities ( 231,910 ) ( 100,405 )
Net deferred tax (liabilities) asset
$ ( 42,924 ) $ 3,855
A valuation allowance of $ 0.9 million and $ 2.4 million has been established to offset the net DTAs as of December 31, 2025 and 2024, respectively, as realization of such assets is uncertain.
On a periodic basis, we reassess the valuation allowance of our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all our DTAs will be realized. After assessing both positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized except for certain deferred tax assets associated with net operating losses in foreign jurisdictions where we do not expect benefit.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
Income tax expense (benefit) was comprised of the following components (in thousands):
Year Ended December 31,
2025 2024 2023
Current - federal $ 137,708 $ 98,139 $ 24,963
Current - state 16,741 13,762 5,717
Deferred - federal ( 4,769 ) 1,815 34,037
Deferred - state 306 ( 675 ) 2,018
Total income tax expense
$ 149,986 $ 113,041 $ 66,735
The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Dollar Percent Dollar Percent Dollar Percent
U.S. federal statutory tax expense and rate
$ 98,044 21.00 % $ 116,998 21.00 % $ 73,254 21.00 %
State and local income taxes, net of federal income tax effect (1)
13,252 2.84 % 10,963 1.97 % 4,134 1.19 %
Foreign tax effects
137 0.03 % 151 0.03 % 105 0.03 %
Effect of cross-border tax laws
Foreign-derived intangible income
( 22,921 ) ( 4.91 ) % ( 19,644 ) ( 3.53 ) % ( 11,989 ) ( 3.44 ) %
Tax credits
Research and development tax credits
( 1,840 ) ( 0.39 ) % ( 1,457 ) ( 0.27 ) % ( 4,394 ) ( 1.26 ) %
Changes in valuation allowances
( 1,498 ) ( 0.32 ) % 96 0.02 %
Nontaxable or non-deductible items
Non-deductible acquired IPR&D
59,826 12.81 % — — % — — %
Other
5,458 1.17 % 1,942 0.35 % 2,605 0.75 %
Changes in unrecognized tax benefits
655 0.14 % 2,610 0.47 % 455 0.13 %
Other adjustments
( 1,127 ) ( 0.24 ) % 1,382 0.25 % 2,565 0.73 %
Income tax expense and effective income tax rate
$ 149,986 32.13 % $ 113,041 20.29 % $ 66,735 19.13 %
(1) State taxes in NY, NJ, MN, PA, CA and MA made up the majority (greater than 50%) of the tax effect in this category.
As of December 31, 2025, our unrecognized tax benefit and uncertain tax positions were $ 26.9 million, of which $ 25.7 million will impact the effective tax rate when resolved. Interest and/or penalties related to uncertain income tax positions are recognized by us as a component of income tax expense. For the years ended December 31, 2025, 2024 and 2023, we recognized an immaterial amount of interest and penalties.
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Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following table summarizes the activity related to our unrecognized tax benefits (in thousands):
Year Ended December 31,
2025 2024 2023
Gross unrecognized tax benefits, beginning of period
$ 24,519 $ 21,918 $ 19,482
Increases in tax positions for current year
702 612 791
Increases in tax positions for prior years
244 2,181 1,645
Increases in tax positions related to business acquisition
1,418 — —
Decreases in tax positions for prior years and lapse in statute of limitations
( 18 ) ( 192 ) —
Gross unrecognized tax benefits, end of period $ 26,865 $ 24,519 $ 21,918
As of December 31, 2025, we had U.S. federal, California, Massachusetts and other state net operating loss carryforwards of approximately $ 145.6 million, $ 236.5 million, $ 139.2 million and $ 60.6 million, respectively. The U.S. federal net operating loss will carry forward indefinitely until utilized. State net operating losses will begin to expire in 2029 unless previously utilized.
As of December 31, 2025, we had U.S. federal, California and Massachusetts research and development tax credit carryforwards of approximately $ 4.9 million, $ 25.1 million and $ 2.5 million, respectively. The U.S. federal research and development tax credits will begin to expire in 2040 unless previously utilized. The California research and development tax credits will carry forward indefinitely until utilized. The Massachusetts research and development tax credits will begin to expire in 2036 unless previously utilized.
Pursuant to Internal Revenue Code Section 382, the annual use of the net operating loss carryforwards and research and development tax credits could be limited by any greater than 50% ownership change during any three-year testing period. As a result of any such ownership change, portions of our net operating loss carryforwards and research and development tax credits are subject to annual limitations. We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of the acquisition of Antares and Elektrofi. Based upon the analysis, we determined that ownership changes occurred in prior years; however, the annual limitations on net operating loss and research and development tax credit carryforwards will not have a material impact on the future utilization of such carryforwards.
We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiary as it is our intention to utilize those earnings in the foreign operations for an indefinite period of time. As of December 31, 2025 and 2024, there were no undistributed earnings in foreign subsidiaries.
We are subject to taxation in the U.S. and in various state and foreign jurisdictions. Our tax years for 2008 and forward are subject to examination by the U.S. federal and state tax authorities due to the carryforward of unutilized net operating losses and research and development credits.
Income taxes paid, net of refunds, are as following (in thousands):
Year Ended December 31,
2025 2024 2023
U.S. Federal
$ 119,100 $ 65,000 $ 22,621
State
Pennsylvania (1)
— — 3,320
All other states
15,541 15,618 5,815
Total income taxes paid, net of refunds
$ 134,641 $ 80,618 $ 31,756
(1) Jurisdiction in which income taxes paid, net of refunds, exceeded 5% of the total income taxes paid, net of refunds. The amount of income taxes paid, net of refunds, during the years ended December 31, 2024 and December 31, 2025 did not meet the 5% disaggregation threshold, and therefore, is included in “All other states.”
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Table of Contents
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)
13. Employee Savings Plan
We have an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. All employees are eligible to participate, provided they meet the requirements of the plan. We are not required to make matching contributions under the plan. However, we voluntarily contributed to the plan approximately $ 3.6 million, $ 3.3 million and $ 3.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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Halozyme Therapeutics, Inc.
Schedule II - Valuation and Qualifying Accounts
(in thousands)
Balance at Beginning of Period Acquired Additions Deductions Balance at End of Period
For the year ended December 31, 2025
Accounts receivable allowances (1)
$ 8,737 $ — $ 64,702 $ ( 63,833 ) $ 9,606
For the year ended December 31, 2024
Accounts receivable allowances (1)
$ 6,747 $ — $ 54,090 $ ( 52,100 ) $ 8,737
For the year ended December 31, 2023
Accounts receivable allowances (1)
$ 1,914 $ — $ 49,596 $ ( 44,763 ) $ 6,747
(1) Allowances are for chargebacks, prompt payment discounts and distribution fees related to proprietary product sales.
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