What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 207 added, 189 removed, 1077 unchanged (27% of the section changed)

126 unchanged sentences

Determining the estimated SSP requires significant judgment by management, which is informed by considering Company specific and external data.

The service period used to amortize the deferred revenue also requires significant management judgment as the Company has limited historical experience and the determination of patient life expectancy is subjective in nature.

Given the lack of stand-alone transactions together with the limited amount of historical data available for such offering, performing audit procedures to evaluate the estimated SSP and the service period for lifetime warranty required high degree of auditor judgment and an increased extent of effort.

The service period used to amortize the deferred revenue also requires significant management judgment as the Company has limited patient data and the determination of patient life expectancy is subjective in nature.

Given the lack of stand-alone transactions together with the limited amount of data available for such offering, performing audit procedures to evaluate the estimated SSP and the service period for lifetime warranty required high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

16 unchanged sentences

Accounts receivable, net

Inventories, net

Income tax receivable

Prepaid expenses and other current assets

48 unchanged sentences

General and administrative

Loss on disposal of intangible asset

Impairment charges

1 unchanged sentence

Loss from operations

Other income (expense)

Interest income, net

Other income (expense)

Other income, net

Total other income, net

Loss before provision (benefit) for income taxes

Provision (benefit) for income taxes

Loss before (benefit) provision for income taxes

(Benefit) provision for income taxes

Other comprehensive income (loss), net of tax

Change in foreign currency translation adjustment

Change in net unrealized losses on foreign currency hedging

reclassification adjustment for net gains included in net loss

Total net change in unrealized losses on foreign currency hedging

Change in net unrealized gains (losses) on foreign currency hedging

reclassification adjustment for net (losses) gains included in net loss

Total net change in unrealized gains (losses) on foreign currency hedging

Change in net unrealized gains (losses) on marketable securities

15 unchanged sentences

Employee stock purchases

Restricted stock awards issued,

net of forfeitures

Vesting of restricted stock units

2 unchanged sentences

Stock options exercised

Other comprehensive loss

Balance, December 31, 2022

Stock-based compensation

Employee stock purchases

Vesting of restricted stock units

Shares withheld related to net

restricted stock settlement

Stock options exercised

Other comprehensive income

4 unchanged sentences

Balance, December 31, 2024

Stock-based compensation

Tax withholding related to vesting of restricted stock units

Issuance of common stock from securities purchase agreement

Other comprehensive income

Balance, December 31, 2025

See accompanying notes to the consolidated financial statements.

6 unchanged sentences

Loss on rental units and other assets

Gain on sale of former rental assets

Loss (gain) on sale of former rental assets

Provision for sales revenue returns and doubtful accounts

4 unchanged sentences

Change in fair value of earnout liability

Loss on disposal of intangible asset

Impairment charges

11 unchanged sentences

Operating lease liability

Net cash provided by (used in) operating activities

Earnout liability

Net cash (used in) provided by operating activities

Cash flows from investing activities

15 unchanged sentences

Payment of employment taxes related to release of restricted stock

Payments of accrued earnout

Proceeds from issuance of common stock from securities purchase agreement

Net cash provided by financing activities

12 unchanged sentences

Nature of business

(Company or Inogen) was incorporated in Delaware on November 27, 2001.

The Company is a medical technology business that primarily develops, manufactures, and markets innovative respiratory products, such as portable oxygen concentrators (POCs) used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions.

Traditionally, these patients have relied on stationary oxygen concentrator systems for use in the home and oxygen tanks or cylinders for mobile use, which the Company refers to as the delivery model.

The tanks and cylinders must be delivered regularly and contain a finite amount of oxygen, which requires patients to plan activities outside of their homes around delivery schedules and a finite oxygen supply.

Additionally, patients must attach long, cumbersome tubing to their stationary concentrators simply to enable mobility within their homes.

The Company’s proprietary Inogen One and Inogen Rove systems concentrate the air around the patient to offer a source of supplemental oxygen anytime, anywhere with a battery and can be plugged into an outlet when at home, in a car, or in a public place with outlets available.

The Company’s Inogen One and Inogen Rove systems reduce the patient’s reliance on stationary concentrators and scheduled deliveries of tanks with a finite supply of oxygen, thereby improving patient quality of life and fostering mobility.

or the Company, is a medical technology business that primarily focuses on respiratory health.

The Company develops, manufactures, and markets innovative respiratory health products, including portable oxygen concentrators, or POCs, used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions and the Simeox ® product for airway clearance treatment.

In addition, we have started distributing the Inogen Voxi ® 5 stationary oxygen concentrator as well as the Aurora ® continuous positive airway pressure, or CPAP, masks in the United States.

The Company’s proprietary Inogen One ® and Inogen Rove ® systems concentrate the air around the patient to offer a source of supplemental oxygen 24 hours a day, seven days a week with a battery and can be plugged into an outlet when at home, in a car, or in a public place with outlets available.

While often used together with stationary oxygen concentrators and oxygen compressed gas tanks, the Company's POCs are designed to reduce the patient’s reliance on stationary concentrators and scheduled deliveries of tanks with a finite supply of oxygen, thereby improving patient quality of life and fostering mobility.

The Company's Simeox product is a technology-enabled airway clearance and mucus management device predominantly aimed at serving patients requiring airway clearance, such as those with bronchiectasis – a condition characterized by damaged and widened bronchi that can occur in patients with cystic fibrosis, chronic obstructive pulmonary disease, or COPD, or other chronic respiratory diseases.

The Voxi 5 stationary oxygen concentrator is used to provide continuous, long-term oxygen therapy to patients who need supplemental oxygen at home or in clinical settings.

The Aurora CPAP masks are used to deliver CPAP therapy through a separate device primarily for treating obstructive sleep apnea, or OSA.

The Company was incorporated in Delaware on November 27, 2001.

On February 14, 2014, the Company completed an initial public offering of common stock and began trading on the Nasdaq Global Select Market, trading under the ticker symbol “INGN”.

The Company incorporated Inogen Europe Holding B.V., a Dutch limited liability company, on April 13, 2017 .

On May 4, 2017, Inogen Europe Holding B.V.

acquired all issued and outstanding capital stock of MedSupport Systems B.V.

(MedSupport) and began operating under the name Inogen Europe B.V.

acquired all issued and outstanding capital stock of MedSupport Systems B.V., or MedSupport, and began operating under the name Inogen Europe B.V.

The Company merged Inogen Europe Holding B.V.

3 unchanged sentences

is the remaining legal entity.

Inogen completed the acquisition of New Aera, Inc.

(New Aera) on August 9, 2019.

On September 14, 2023 , the Company completed the acquisition of all of the issued and outstanding capital stock of Physio-Assist SAS (Physio-Assist) and its wholly-owned subsidiary PhysioAssist GmbH.

The Company completed the acquisition of New Aera, Inc., or New Aera, on August 9, 2019.

On September 14, 2023 , the Company completed the acquisition of all of the issued and outstanding capital stock of Physio-Assist SAS, or Physio-Assist, and its wholly-owned subsidiary PhysioAssist GmbH.

On January 25, 2025, the Company entered into a Strategic Collaboration Agreement, or the Collaboration Agreement, with Jiangsu Yuyue Medical Equipment & Supply Co., Ltd., or Yuwell.

The collaboration with Yuwell has broadened the Company's product portfolio through distribution of certain respiratory products in the United States and select other territories, expanded and enhanced the Company's innovation pipeline through research and development collaboration, and is working to accelerate the entry of the Company's brand into the Chinese market.

Pursuant to the Collaboration Agreement, the Company has started to distribute certain products supplied by Yuwell in the United States and specified countries and Yuwell has agreed to distribute certain products supplied by the Company in specified countries in the Asia-Pacific region.

Summary of s ignificant accounting policies

Basis of presentation

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

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

Basis of consolidation

6 unchanged sentences

Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable.

Significant areas requiring the use of management estimates relate to revenue recognition, warranty reserves and expense, determining the stand-alone selling price (SSP) and service period of performance obligations, rental asset valuations and write-downs, accounts receivable allowances for bad debts, returns and adjustments, impairment of goodwill, impairment of long-lived assets, stock-based compensation expense, income taxes, fair value of acquired intangible assets and goodwill, financing receivable and fair value of earnout liabilities.

Significant areas requiring the use of management estimates relate to revenue recognition, warranty reserves and expense, determining the stand-alone selling price, or Standalone Selling Price (SSP), and service period of performance obligations, rental asset valuations and write-downs, accounts receivable allowances for credit losses, returns and adjustments, impairment of goodwill, impairment of long-lived assets, stock-based compensation expense, income taxes, fair value of acquired intangible assets, goodwill, and financing receivable.

Actual results could differ from these estimates.

Reclassifications

Certain reclassifications have been made to prior years’ financial statements to conform to current period financial statements’ presentation with no effect on previously reported results of operations, financial position, cash flows, or stockholders’ equity.

These changes consisted of reclassifications to certain line items in the accompanying consolidated balance sheets and did not change total assets, liabilities or stockholders' equity as previously reported.

The Company generates revenue primarily from sales and rentals of its products.

15 unchanged sentences

To determine the selling price of the lifetime warranty, the Company uses its best estimate of the SSP for the distinct performance obligation as the lifetime warranty is neither separately priced nor is the selling price available through third-party evidence.

To calculate the selling price associated with the lifetime warranties, management considers the profit margins of service revenue, the average estimated cost of lifetime warranties and the price of extended warranties.

Revenue from the distinct lifetime warranty is deferred after the delivery of the equipment and recognized based on an estimated mortality rate over five years, which is the estimated performance period of the contract based on the average patient life expectancy.

15 unchanged sentences

Sales revenue is classified into two areas:

business-to-business sales and direct-to-consumer sales.

The following table sets forth the Company’s sales revenue disaggregated by sales channel and geographic region:

sales and international sales.

The following table sets forth the Company’s sales revenue disaggregated by geographic region:

Years ended December 31,

Revenue by region and category

Business-to-business domestic sales

Business-to-business international sales

Direct-to-consumer domestic sales

Revenue by geographic region

International sales

Total sales revenue

14 unchanged sentences

The Company adjusts revenue for historical trends on revenue adjustments due to timely filings, deaths, hospice, and other types of analyzable adjustments on a monthly basis to record rental revenue at the expected collectible amounts.

Accounts receivable is reduced by an allowance for doubtful accounts which provides for those accounts from which payment is not expected to be received although product was delivered and revenue was earned.

Accounts receivable is reduced by an allowance for credit losses which provides for those accounts from which payment is not expected to be received although product was delivered and revenue was earned.

The determination that an account is uncollectible, and the ultimate write-off of that account occurs once collection is considered to be highly unlikely, and it is written-off and charged to the allowance at that time.

44 unchanged sentences

As all significant inputs were observable, derived from observable information in the marketplace or supported by observable levels at which transactions are executed in the marketplace, the Company has classified its marketable securities within Level 2 of the fair value hierarchy.

The following table summarizes fair value measurements by level for the assets measured at fair value on a recurring basis for cash, cash equivalents and marketable securities:

The following table summarizes fair value measurements by level for the assets measured at fair value on a recurring basis for cash, cash equivalents, marketable securities and restricted cash:

As of December 31, 2025

Money market accounts

Corporate bonds

Treasury securities

Institutional Insured Liquidity Deposit Savings

1 unchanged sentence

Money market accounts

Corporate bonds

Treasury securities

Institutional Insured Liquidity Deposit Savings

11 unchanged sentences

The Company records the assets or liabilities associated with derivative instruments and hedging activities at fair value based on Level 2 inputs in other current assets or other current liabilities, respectively, in the consolidated balance sheets.

The Company had a related receivable of $ 351 and related payable of $ 155 as of December 31, 2024 and December 31, 2023, respectively.

The Company had a related payable of $ 373 and a receivable of $ 351 as of December 31, 2025 and December 31, 2024, respectively.

The Company documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness.

13 unchanged sentences

Balance as of December 31, 2024

Other comprehensive loss

Other comprehensive income

Balance as of December 31, 2025

4 unchanged sentences

Balance as of December 31, 2023

Other comprehensive income

Other comprehensive loss

Balance as of December 31, 2024

Comprehensive income (loss) is the total net earnings and all other non-owner changes in equity.

Except for net income (loss) and unrealized gains and losses on cash flow hedges, the Company does not have any transactions or other economic events that qualify as comprehensive income (loss).

Except for net loss and unrealized gains and losses on cash flow hedges, the Company does not have any transactions or other economic events that qualify as comprehensive income (loss).

Fair value of earnout liability

18 unchanged sentences

Balance as of December 31, 2023

Addition for acquisition

Change in fair value

Balance as of December 31, 2024

Change in fair value

Payments of accrued earnouts

Balance as of December 31, 2025

1 unchanged sentence

The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents.

Restricted cash and cash equivalents are considered to be legally restricted as to withdrawal or usage.

Restricted cash is considered to be legally restricted as to withdrawal or usage.

The Company's restricted cash is a legally restricted deposit held as a compensating balance against its corporate credit card balances.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's consolidated balance sheet that are shown in aggregate in the accompanying consolidated statement of cash flows:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

The Company’s marketable debt securities are classified and accounted for as available-for-sale.

1 unchanged sentence

Marketable debt securities are included in cash equivalents and marketable securities based on the maturity date of the security.

The Company considers investments with maturities greater than three months, but less than one year, to be marketable securities.

Investments are reported at fair value with realized and unrealized gains or losses reported in other income (expense), net.

The Company considers investments with maturities greater than three months, but less than 18 months, to be marketable securities.

Investments are reported at fair value with realized gains or losses reported in other income (expense), net.

The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment.

5 unchanged sentences

The allowance for doubtful accounts is maintained at a level that, in management’s opinion, is adequate to absorb potential losses related to accounts receivable and is based upon the Company’s continuous evaluation of the collectability of outstanding balances.

Management’s evaluation takes into consideration such factors as past bad debt experience, economic conditions and information about specific receivables.

Management’s evaluation takes into consideration such factors as past credit loss experience, economic conditions and information about specific receivables.

The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their net realizable value.

The allowance for doubtful accounts is based on estimates, and ultimate losses may vary from current estimates.

The allowance for credit losses is based on estimates, and ultimate losses may vary from current estimates.

As adjustments to these estimates become necessary, they are reported in general and administrative expense for sales revenue in the periods in which they become known.

The allowance is increased by bad debt provisions, net of recoveries, and is reduced by direct write-offs.

The allowance is increased by credit losses, net of recoveries, and is reduced by direct write-offs.

The Company generally does not allow returns from providers for reasons not covered under its standard warranty.

4 unchanged sentences

The reserve is based on historical revenue adjustments as a percentage of rental revenue billed and unbilled during the related period.

When recording the allowance for doubtful accounts for sales revenue, the bad debt expense account (general and administrative expense account) is charged and when recording allowance for sales returns, the sales returns account (contra sales revenue account) is charged.

When recording the allowance for credit losses for sales revenue, the credit loss expense account (general and administrative expense account) is charged and when recording allowance for sales returns, the sales returns account (contra sales revenue account) is charged.

The Company consistently applies its allowance estimation methodology from period-to-period.

10 unchanged sentences

(1) Rental includes Medicare, Medicaid/other government, private insurance and patient pay.

(2) One customer represented more than 10% of the Company’s net accounts receivable balance with a net accounts receivable balance of $ 3,288 as of December 31, 2024.

Two customers each represented more than 10% of the Company’s net accounts receivable balance with net accounts receivable balances of $ 8,639 and $ 4,994 , respectively, as of December 31, 2023.

(2) No customer represented more than 10% of the Company's net accounts receivable balance as of December 31, 2025 and one customer represented more than 10% of the Company’s net accounts receivable balance with a net accounts receivable balance of $ 3,288 as of December 31, 2024.

The following table sets forth the percentage breakdown of the Company’s net accounts receivable by aging category and invoice due date as of December 31, 2025 and December 31, 2024.

12 unchanged sentences

Allowances - accounts receivable

Doubtful accounts

Credit losses

Sales returns

17 unchanged sentences

The related net accounts receivable as of December 31, 2023 was $ 8,639 for this customer.

The current and noncurrent financing receivable related to this agreement was $ 1,751 and $ 4,747 as of December 31, 2024 , respectively, and are classified within prepaid expenses and other current assets and other assets - noncurrent in the consolidated balance sheets.

The current and noncurrent financing receivable related to this agreement was $ 1,473 and $ 3,274 as of December 31, 2025, respectively, and $ 1,751 and $ 4,747 as of December 31, 2024, respectively, and are classified within prepaid expenses and other current assets and other assets - noncurrent in the consolidated balance sheets.

Concentration of customers and vendors

1 unchanged sentence

The Company also sells its products direct-to-consumers primarily on a prepayment basis.

Medicare's service reimbursement programs represented more than 10% of the Company’s total revenue for the years ended December 31, 2023 and 2022.

No customer represented more than 10% of the Company's net accounts receivable balance as of December 31, 2025 .

One customer represented more than 10% of the Company's net accounts receivable balance with a net accounts receivable balance of $ 3,288 as of December 31, 2024.

Two customers each represented more than 10% of the Company's net accounts receivable balance with net accounts receivable balances of $ 8,639 and $ 4,994 , respectively, as of December 31, 2023.

The Company also rents products directly to consumers for insurance reimbursement, which resulted in a customer concentration relating to Medicare’s service reimbursement programs.

6 unchanged sentences

A portion of revenue is earned from sales outside the United States.

Approximately 77.2 %, 77.7 % and 70.9 % of the non-U.S.

revenue for the years ended December 31, 2024, 2023 and 2022, respectively, were invoiced in Euros.

Approximately 78.2 %, 77.2 % and 77.7 % of the international revenue for the years ended December 31, 2025, 2024 and 2023, respectively, were invoiced in Euros.

A breakdown of the Company’s revenue from U.S.

sources for the years ended December 31, 2024, 2023 and 2022, respectively, is as follows:

and international sources for the years ended December 31, 2025, 2024 and 2023, respectively, is as follows:

Years ended December 31,

International revenue

Total revenue

4 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023 , $ 1,899 , $ 562 and $ 2,187 , respectively, of inventory was transferred to rental equipment and was considered a noncash transaction in the production and purchase of rental equipment on the consolidated statements of cash flows.

Inventories that are considered current consist of the following:

Raw materials and work-in-progress

Finished goods

Inventories, net

Inventories that are considered current as of December 31, 2025 were $ 14,945 of raw material and work-in progress and $ 11,024 of finished goods.

Property and equipment

37 unchanged sentences

No impairments were recorded for the years ended December 31, 2025 and 2024.

On December 19, 2022, the Company determined to dispose of the technology intangible assets previously acquired from New Aera related to the Tidal Assist Ventilator (TAV) technology by ceasing development of such assets and abandoning the TAV program (the Disposal Determination).

Prior to December 19, 2022, the TAV intangible asset was held and used, including ongoing research and development and no significant revenue.

The Company made the Disposal Determination based on the Company’s assessment that continued development of the assets would not be economically feasible.

The assessment considered many factors, including 1) the lack of compatibility and functionality of the technology intangible asset within the Company’s existing product portfolio, 2) the lack of commercial potential of such products that were not approved for ventilation Medicare reimbursement and a negative litigation outcome that occurred subsequent to the approved coding process, and 3) the substantial additional investment that would be required in order to attempt to achieve any commercial potential with substantial risk that no benefit would ever be achievable.

There had been no significant revenue associated with the sale of products developed from the technology intangible asset acquired from New Aera to date and the Company does not expect any revenue from such products going forward.

Upon abandonment, the Company recognized a loss on disposal of $ 52,161 in our consolidated statements of comprehensive loss for the year ended December 31, 2022 for intangible assets, inventories, fixed assets, and construction in process associated with the TAV technology.

As a result of no future sales, the fair value of the earnout resulted in a benefit of $ 13,687 to general and administrative expense during the fourth quarter of 2022.

Goodwill and other identifiable intangible assets

61 unchanged sentences

Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are reflected as a component of foreign currency exchange gains or losses in other income (expense), net in the consolidated statements of comprehensive loss.

Collaboration Agreement

The Company evaluates the agreement with its collaboration partner to determine whether it is within the scope of ASC 808 — Collaborative Arrangements .

The arrangement is within the scope of ASC 808 if it involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities.

This evaluation is performed throughout the life of the arrangement based on any changes in the roles and responsibilities of the parties under the arrangement.

For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company identifies the various transactions with the counterparty and determines if any unit of account is more reflective of a transaction with a customer and therefore should be accounted for within the scope of ASC 606.

For transactions that are accounted for pursuant to ASC 808, an appropriate method of recognition and presentation is determined and consistently applied.

If transactions that are accounted for pursuant to ASC 606, the Company applies its revenue recognition policies.

For transactions accounted for as collaborative arrangements under ASC 808, payments to and from collaboration partners associated with multiple activities in a collaboration arrangement are classified based on the nature of each separate activity.

Payments associated with development activities performed are recorded as research and development expense when owed to collaboration partners, or as a reduction of research and development expense when due from collaboration partners.

Payments associated with commercialization activities performed are recorded as general and administrative expense when owed to collaboration partners, or as a reduction of general and administrative expense when due from collaboration partners.

At the end of each reporting period, the Company records a net amount due to or from collaboration partners for activities performed by the parties under the collaboration.

Loss per share

Loss per share (EPS) is computed in accordance with ASC 260 — Earnings per Share and is calculated using the weighted-average number of shares of common stock outstanding during each period.

Loss per share, or EPS, is computed in accordance with ASC 260 — Earnings per Share and is calculated using the weighted-average number of shares of common stock outstanding during each period.

Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents (which can include dilution of outstanding stock options, restricted stock units and restricted stock awards) unless the effect is to reduce a loss or increase the income per share.

24 unchanged sentences

Recently issued accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Update (ASU) No.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

Subsequently, in January 2025, the FASB issued ASU No.

2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

The new guidance requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements.

This aims to improve investor insights into company performance.

As clarified by ASU 2025-01, the guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact, if any, the adoption will have on its financial position and results of operations.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This standard is intended to improve the operability and application of guidance related to capitalized software development costs.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statements presentation or results of operations.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance.

In addition to addressing stakeholder concerns, the amendments are intended to more closely align hedge accounting with the economics of an entity's risk management activities.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact, if any, the adoption will have on its financial position and results of operations but does not expect it to have a material impact on the Company’s consolidated financial statements presentation or results of operations.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

1 unchanged sentence

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those years, with early adoption permitted.

The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results of operations.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements.

This aims to improve investor insights into company performance.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

2023-07 , Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures .

The new guidance expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard on January 1, 2024 .

Upon adoption, the guidance was applied retrospectively to all prior periods presented in the financial statements, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statement presentation or results of operations.

On July 10, 2023, the Company entered into a share purchase agreement to acquire Physio-Assist, which is in the business of the design, production, and marketing of medical devices for bronchial decongestion (airway clearance technique) for patients suffering from obstructive respiratory diseases.

On September 14, 2023, the Company completed the acquisition of all of the issued and outstanding capital stock of Physio-Assist and its wholly-owned subsidiary PhysioAssist GmbH for a purchase price consisting of $ 32,250 in cash consideration and the fair value of a potential earnout of $ 3,178 based on future regulatory clearances.

The Company incurred acquisition-related expenses of approximately $ 1,860 in the twelve months ended December 31, 2023, which were recorded within general and administrative expense.

A potential earnout payment of either $ 13,000 (without a clinical trial requirement) or $ 11,000 (with a required clinical trial less related development costs) is dependent upon the achievement of one of two milestones related to the FDA De Novo authorization or 510(k) clearance for the Simeox Airway Clearance System within four years of the date of the closing of the transaction.

The fair value of the earnout liability was measured using the probability weighted expected return methodology and was discounted using a rate and probability that appropriately captures the risk associated with the obligation.

Upon receipt of FDA 510(k) clearance of the Simeox 200 device in December 2024, the Company became obligated to make the $ 13,000 cash earnout milestone payment.

Assets and liabilities of the acquired company were recorded at their estimated fair values at the date of acquisition.

The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired has been allocated to goodwill.

Goodwill represents the expected synergies with the existing business, the acquired assembled workforce, and future cash flows after the acquisition.

The fair value assigned to the identifiable intangible assets was determined primarily by using the excess earnings method.

The key assumptions included in the excess earnings method included revenue recognized, cost of revenue, and the discount rate.

The purchase accounting for this acquisition has been finalized.

The following table summarizes the allocation of the purchase price over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of Physio-Assist:

Accounts receivable

Property and equipment

Operating lease right-of-use asset

Intangible assets

Total assets acquired

Accounts payable and accrued expenses

Other current liabilities

Operating lease liability

Deferred tax liability - noncurrent

Total liabilities assumed

Total identifiable net assets

Cash consideration

Fair value of contingent earnout consideration

Total purchase price

Included in the acquired intangible assets were $ 32,300 of developed technology, $ 1,600 of customer relationships, and $ 200 related to trade name.

The fair value measurements of the intangibles were based primarily on Level 3 inputs.

Certain working capital accounts such as accounts receivables, inventories, other current assets, accounts payable and accrued expenses, bank loans and other current liabilities, as well as intangibles and related income tax amounts may be adjusted subsequent to the acquisition as they are realized at different values.

These changes would be reflected as measurement period adjustments.

All of the bank loans were settled subsequent to the acquisition date and prior to December 31, 2023.

The consolidated financial and operating results reflect the Physio-Assist operations beginning September 14, 2023.

The following unaudited pro forma information for the twelve months ended December 31, 2023 and December 31, 2022 presents total revenue and net loss assuming the acquisition of Physio-Assist had occurred as of January 1, 2022.

Twelve months ended

Total revenue

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

T he Company adopted this standard on January 1, 2025 .

Upon adoption, the guidance was applied prospectively , and the adoption of this standard did not have a material impact on the Company’s consolidated financial statement presentation or results of operations.

Goodwill and other identifiable intangible assets

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Translation adjustment

Impairment charge

Balance as of December 31, 2024

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Customer relationships

Internally developed software

Annual estimated amortization expense for each of the succeeding fiscal years is as follows:

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Accrued loss on purchase commitments

Forward contract payable

Other accrued expenses

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Commencing February 1, 2024 and ending May 31, 2031, the Assignee assumed responsibility for the monthly lease payments.

Notwithstanding the Assignee's assumption of lease payments, Inogen remains the primary obligor under the lease to the landlord.

Notwithstanding the Assignee's assumption of lease payments, the Company remains the primary obligor under the lease to the landlord.

The Assignee gained control to the facility on September 29, 2023, and related sublease income was not material.

39 unchanged sentences

Reconciliation of the federal statutory income tax rate to the effective income tax rate for the years ended December 31, 2025, 2024 and 2023 is as follows:

Year ended December 31, 2025

federal statutory income tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Statutory tax rate difference between France and United States

Changes in France valuation allowances

Other countries

Changes in valuation allowance

Nontaxable or nondeductible items

Stock-based compensation

Nondeductible compensation

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(1) State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category.

Years ended December 31,

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Effective income tax rate

A reconciliation of the income taxes paid is as follows:

December 31, 2025

State and local

Total State and local

Total foreign

The Company operates in several taxing jurisdictions, including U.S.

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Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

On July 4, 2025, the One Big Beautiful Bill Act , or OBBBA, was enacted into law.

The OBBBA provides for significant U.S.

tax law changes and modifications.

The impacts of the new legislation are immaterial and included in the consolidated financial statements as of and for the period ended December 31, 2025.

The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized.

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Included in the balance of unrecognized tax benefits as of December 31, 2025, 2024 and 2023 , were $ 3,133 , $ 2,922 and $ 2,778 , respectively, of tax benefits that, if recognized, would affect the effective tax rate.

The Company believes that there will be no significant increases or decreases to unrecognized tax benefits within the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:

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There were no dividends declared during the years ended December 31, 2025, 2024 and 2023.

Securities purchase agreement

On January 25, 2025, the Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with Yuwell (Hong Kong) Holdings Limited, or the Investor, a wholly-owned subsidiary of Yuwell, pursuant to which the Investor purchased 2,626,425 shares of the Company's common stock at a price per share of $ 10.36 , for an aggregate purchase price of approximately $ 27,210 , or the Private Placement.

The closing of the Private Placement took place on February 21, 2025.

Stock incentive plans

The Company has a 2014 Equity Incentive Plan (2014 Plan) under which the Company granted restricted stock units, restricted stock awards, performance units, performance shares, and options to purchase shares of its common stock.

As of December 31, 2024, awards with respect to 280,193 shares of the Company's common stock were outstanding.

The Company’s stockholders approved the adoption of the Amended and Restated 2023 Equity Incentive Plan (2023 Plan) on June 5, 2024 that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, restricted stock awards, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations’ employees and consultants.

The Company has a 2014 Equity Incentive Plan, or the 2014 Plan, under which the Company granted restricted stock units, restricted stock awards, performance units, performance shares, and options to purchase shares of its common stock.

As of December 31, 2025 , awards with respect to 103,377 shares of the Company's common stock were outstanding under the 2014 Plan.

The Company has an Amended and Restated 2023 Equity Incentive Plan, or the 2023 Plan, that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, restricted stock awards, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations’ employees and consultants.

The 2023 Plan became effective on June 7, 2024.

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Pursuant to the Nasdaq inducement grant exception, during the year ended December 31, 2024, the Company issued 225,000 shares of common stock to a certain new hire issuable upon (i) the vesting of a maximum of 75,000 time-based restricted stock units granted, and (ii) the vesting of a maximum of 150,000 share of performance-based restricted stock units granted to induce the employee to accept employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

As of December 31, 2025 awards with respect to 125,000 shares of the Company's common stock were outstanding under the inducement grant.

Stock options

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Options have been granted to employees, directors and consultants of the Company, as determined by the board of directors, at the deemed fair market value of the shares underlying the options at the date of grant.

The activity for stock options under the Company’s stock plans for the years ended December 31, 2024, 2023 and 2022 is as follows:

There was no activity for stock options under the Company's stock plans for the year ended December 31, 2025.

The activity for the years ended December 31, 2024 and 2023 is as follows:

Outstanding as of December 31, 2022

$ 1.17 -$ 83.30

38.54 - 44.19

38.54 - 43.21

Outstanding as of December 31, 2023

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Vested and expected to vest as of December 31, 2024

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

Vested and exercisable as of December 31, 2024

Vested and expected to vest as of December 31, 2024

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 0 and $ 735 , respectively.

1 unchanged sentence

Stock incentive awards

The Company grants restricted stock units (RSUs) and restricted stock awards (RSAs) under the 2014 and 2023 Plans and made one inducement grant of RSUs in 2024 (Stock Awards).

The Stock Awards vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance market criteria.

The Company grants restricted stock units, or RSUs, and restricted stock awards, or RSAs, under the 2014 and 2023 Plans and made one inducement grant of RSUs in 2024, or Stock Awards.

The Stock Awards vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance criteria.

Stock Awards are subject to forfeiture if the holder’s services to the Company terminate before vesting.

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Unvested restricted stock awards outstanding as of December 31, 2022 (1)

Forfeited/canceled

Unvested restricted stock awards outstanding as of December 31, 2023 (1)

1 unchanged sentence

December 31, 2023

Unvested restricted stock awards outstanding as of December 31, 2022

Unvested restricted stock awards outstanding as of December 31, 2023 (1)

Unvested and expected to vest restricted stock awards outstanding as of

December 31, 2023

(1) Outstanding restricted stock units and restricted stock awards are based on the maximum payout of the targeted number of shares.

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Employee stock purchase plan

The Company’s 2014 Employee Stock Purchase Plan (ESPP) provides all eligible employees the option to purchase the Company’s ordinary shares at a discount through payroll deductions.

The Company’s 2014 Employee Stock Purchase Plan, or ESPP, provides all eligible employees the option to purchase shares of the Company’s common stock at a discount through payroll deductions.

The expense recognized for shares purchased under the ESPP is equal to the 15 % discount the employee receives.

In 2024, employees purchased a total of 144,255 shares at an average price of $ 5.62 per share.

As of December 31, 2025 , a total of 624,415 shares of common stock were available for future purchase under the ESPP.

For 2024 , an additional 179,069 shares were added to the ESPP share reserve.

In 2025 , an additional 179,069 shares of common stock were reserved for issuance pursuant to future ESPP purchases as a result of the annual evergreen increase under the ESPP.

Stock-based compensation

5 unchanged sentences

Total stock-based compensation expense

Employee stock-based compensation expense was calculated based on awards of stock options, restricted stock units and restricted stock awards ultimately expected to vest based on the Company’s historical award cancellations.

S tock-based compensation expense was calculated based on awards of stock options, restricted stock units and restricted stock awards expected to vest based on the Company’s historical award cancellations.

The employee stock-based compensation expense recognized for the years ended December 31, 2025, 2024 and 2023 has been reduced for estimate forfeitures of restricted stock at a rate of 10.3 %, 8.3 % and 5.3 %, respectively.

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47.97 - 71.53 %

For the year ended December 31, 2024, the Company granted certain RSU awards based on achievement of the market condition total shareholder return (TSR) relative to an objectively selected group of industry peers over a three-year period, with payouts ranging from zero to 120 percent of the target award.

The fair value of the TSR component of the awards was $ 6.94 per share for the 2024 awards determined on the grant date using a Monte Carlo simulation model based on the following assumptions:

For the years ended December 31, 2025 and 2024, the Company granted certain RSU awards based on achievement of the market condition total shareholder return, or TSR, relative to an objectively selected group of industry peers over a three-year period, with payouts ranging from zero to 200 percent of the target award.

The fair value of the TSR component of the awards was $ 12.59 and $ 6.94 per share for the 2025 and 2024 awards, respectively, determined on the grant date using a Monte Carlo simulation model based on the following assumptions:

Expected term (years)

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Product warranty liability at end of period

During the years ended December 31, 2023 and 2022, the Company recorded $ 5,014 and $ 8,234 of changes in estimates related to preexisting warranties due to data and information that became available during those years.

During the year ended December 31, 2023, the Company recorded $ 5,014 of changes in estimates related to preexisting warranties due to data and information that became available during that year.

The changes in estimates were primarily due to the increased cost to repair for all products stemming from the current year inflationary environment and increased product failure rates.

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Compliance with government laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) was enacted to ensure health insurance portability, reduce healthcare fraud and abuse, guarantee security and privacy of health information, and enforce standards for health information.

The Health Information Technology for Economic and Clinical Health Act (HITECH Act), in part, imposes notification requirements of certain security breaches relating to protected health information.

The Health Insurance Portability and Accountability Act of 1996, or HIPAA, was enacted to ensure health insurance portability, reduce healthcare fraud and abuse, guarantee security and privacy of health information, and enforce standards for health information.

The Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, in part, imposes notification requirements of certain security breaches relating to protected health information.

The Company is not aware of any pending claims against it under the HIPAA and HITECH regulations that are applicable to the Company’s business.

Legal proceedings

On March 3, 2023, APT Electronics Inc., or APT, filed a lawsuit in the Superior Court of the State of California, County of Orange against the Company, or the APT Action.

APT alleged that the Company failed to pay APT for all services, inventory, and materials due to it in connection with the parties’ prior supply arrangement.

APT sought damages, pre-judgment interest, costs, and attorneys’ fees.

The parties reached a mutually agreeable settlement in August 2025.

The Company paid $ 1,750 to APT on August 26, 2025, finalizing the payment of this settlement and incurred $ 668 in legal settlement costs, both classified within general and administrative expense.

Based on the parties’ request, the court dismissed the APT Action with prejudice on August 27, 2025.

Although the Company came to a settlement agreement to remove the risk of uncertain legal and financial obligations going forward, the Company in no way assumed or admitted any wrongdoing.

The Company is party to various legal proceedings and investigations arising in the normal course of business.

3 unchanged sentences

Restructuring charges

For the year ended December 31, 2024 , the Company had no restructuring costs.

For the years ended December 31, 2025 and December 31, 2024, the Company had no restructuring costs.

The Company incurred $ 3,426 of restructuring costs during the year ended December 31, 2023, primarily in connection with the Company's cost reduction initiatives, which were recorded within general and administrative expense in the consolidated statements of comprehensive loss.

1 unchanged sentence

Other related costs consisted of targeted workforce reductions, office downsizing, centralizing manufacturing activities, and equipment relocation.

The Company had $ 0 and $ 638 of accrued liabilities related to restructuring charges as of December 31, 2024 and 2023, respectively.

The Company had $ 0 of accrued liabilities related to restructuring charges as of December 31, 2025 and 2024.

Foreign currency exchange contracts and hedging

As of December 31, 2024 and December 31, 2023 , the Company’s total non-designated and designated derivative contracts had notional amounts totaling approximately $ 46,288 and $ 0 , respectively, and $ 30,373 and $ 0 , respectively.

As of December 31, 2025 , the Company’s total non-designated and designated derivative contracts had notional amounts totaling approximately $ 42,714 and $ 0 , respectively.

As of December 31, 2024 , the Company’s total non-designated and designated derivative contracts had notional amounts totaling approximately $ 46,288 and $ 0 , respectively.

These contracts were comprised of offsetting contracts with the same counterparty, each expires within one to two months .

During the years ended December 31, 2024 and 2023 , these contracts had, net of tax, an unrealized gain or loss of $ 0 and during the year ended December 31, 2022, these contracts had, net of tax, an unrealized loss of $ 1,140 .

During the years ended December 31, 2025 , 2024 and 2023 these contracts had, net of tax, an unrealized gain or loss of $ 0 .

The nonperformance risk of the Company and the counterparty did not have a material impact on the fair value of the derivatives.

During the year ended December 31, 2024 and December 31, 2023, there were no ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates.

During the year ended December 31, 2022, there were three ineffective portions relating to these hedges.

As of December 31, 2024 and December 31, 2023 , the Company had no designated hedges and five non-designated hedges.

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (CODM).

Based on the criteria established by ASC 280 Segment Reporting , the Company’s CODM has been identified as the executive leadership team (ELT), which includes the Chief Executive Officer, the Chief Financial Officer and several other members of the ELT.

During the years ended December 31, 2025, 2024 and 2023 , there were no ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates.

As of December 31, 2025 , the Company had no designated hedges and four non-designed hedges.

As of December 31, 2024 , the Company had no designated hedges and five non-designated hedges.

Based on the criteria established by ASC 280 Segment Reporting , the Company’s CODM has been identified as the executive leadership team, or ELT, which includes the Chief Executive Officer and the Chief Financial Officer .

The ELT reviews a monthly executive reporting package based on consolidated results of the Company when making decisions about allocating resources and assessing performance.

10 unchanged sentences

The Company evaluated the monthly executive reporting package and did not identify any significant or other expenses for disclosure that are not already presented on the consolidated statements of comprehensive loss.

Subsequent Events

Collaboration Agreement

On January 25, 2025, the Company entered into a Strategic Collaboration Agreement (Collaboration Agreement) with Jiangsu Yuyue Medical Equipment & Supply Co., Ltd.

The collaboration with Yuwell is expected to broaden the Company’s product portfolio through distribution of certain respiratory products in the United States and select other territories, expand and enhance Inogen’s innovation pipeline through R&D collaboration, and accelerate the entry of the Company’s brand into the Chinese market.

The Collaboration Agreement will establish guidelines and principles relating to the parties’ cooperation with respect to distribution, research and development, licensing, and supply chain optimization.

The parties have also entered into two distribution arrangements whereby Inogen will distribute certain products supplied by Yuwell in the United States and specified European countries and Yuwell will distribute certain products supplied by the Company in specified Asia Pacific countries.

Securities Purchase Agreement

On January 25, 2025, the Company entered into a Securities Purchase Agreement (Purchase Agreement) with Yuwell (Hong Kong) Holdings Limited (Investor), a wholly-owned subsidiary of Jiangsu Yuyue Medical Equipment & Supply Co., Ltd., pursuant to which the Investor purchased 2,626,425 shares of the Company’s common stock, at a price per share of $ 10.36 , for an aggregate purchase price of approximately $ 27,210 (the Private Placement).

The closing of the Private Placement took place on February 21, 2025.

Subsequent Event

On February 20, 2026, subsequent to the balance sheet date of December 31, 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $ 30.0 million of its outstanding common stock.

The repurchase program expires on either December 31, 2027 , or once the maximum authorized dollar amount has been utilized, whichever occurs first.

Repurchases under the program may be made from time to time through open market purchases at prevailing market prices, in compliance with Rule 10b-18 under the Exchange Act, including through Rule 10b5-1 trading plans.

The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice.

The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.

Valuation and Quali fying Accounts

Year ended December 31, 2025

Allowance for doubtful accounts (1)

Allowance for credit losses (1)

Allowance for sales returns (2)

8 unchanged sentences

Allowance for rental asset loss (3)

(1) The additions to the allowance for doubtful accounts represent the estimates of bad debt expense based upon factors for which the company evaluates the collectability of accounts receivable, with actual recoveries netted into additions.

(1) The additions to the allowance for credit losses represent the estimates of credit loss expense based upon factors for which the company evaluates the collectability of accounts receivable, with actual recoveries netted into additions.

Deductions are the actual write-offs of the receivables.

36 unchanged sentences

Outside Director Compensation Policy.

Filed Herewith

Assignment and Assumption of Lease Agreement dated July 13, 2023 between Inogen, Inc.

6 unchanged sentences

1 to the Employment Contract dated January 4, 2024, between the Company and Gregoire Ramade.

Separation Agreement and Release by and between the Company and Stanislav Glezer, dated May 10, 2024

Employment Contract by and between the Company and Kevin P.

Smith, dated effective as of July 22, 2024.

Transition Agreement and Release by and between the Company and Jason M.

Somer, dated July 26, 2024

Lease Agreement, dated July 27, 2023, by and between the Company and Townsgate Business Park 2, LLC and Majestic Luna 2, LLC, as tenants-in-common.

Insider Trading Policy

Collaboration Agreement, dated as of January 25, 2025, by and between Inogen Inc.

and Jiangsu Yuyue Medical Equipment & Supply Co., Ltd.

Securities Purchase Agreement, dated as of January 25, 2025, by and between Inogen, Inc.

and the Investor.

Form of Registration Rights Agreement, by and between Inogen, Inc.

and Yuwell (Hong Kong) Holdings Limited.

Amended and Restated 2023 Equity Incentive Plan.

Form of Stock Option Agreement under the Amended and Restated 2023 Equity Incentive Plan .

Form of Restricted Stock Unit Agreement (Time-Based) under the Amended and Restated 2023 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement (Performance-Based) under the Amended and Restated 2023 Equity Incentive Plan .

Employment and Severance Agreement by and between the Company and Jennifer Yi Boyer, dated February 14, 2022.

Appointment Letter by and between the Company and Jennifer Yi Boyer, dated July 25, 2025 .

Change of Control Agreement by and between the Company and Mary Wright, dated October 18,2022 .

Appointment Letter by and between the Company and Mary Wright, dated July 25, 2025.

Lease Agreement, dated April 16, 2024 by and between the Company and Cummings Properties, LLC.

Filed Herewith

Insider Trading Policy .

Subsidiaries of the Registrant.

20 unchanged sentences

February 27, 2026

/s/ Kevin R.M.

Chief Executive Officer

1 unchanged sentence

POW ER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R.M.

Smith and Michael Bourque, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kevin R.M.

Chief Executive Officer, President and Director

24 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data