What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-10 compared with 2025-02-25 · 237 added, 176 removed, 848 unchanged (33% of the section changed)

32 unchanged sentences

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

(i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventory Classification

Inventory totaled approximately $19.4 million at December 31, 2025, including approximately $3.6 million classified as long-term inventory.

As described in Note 2 to the Company’s financial statements, the value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as long-

term inventory.

As described in Note 2 to the Company’s consolidated financial statements, the value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified

as long-term inventory.

Management considers forecasted demand and other expected usage of inventory on hand when estimating long-term inventory.

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• Evaluating whether forecasted demand for products is consistent with evidence obtained in other areas of the audit.

• Assessing whether any known or knowable factors occurred subsequent to year end that impact management’s forecast of future inventory usage.

• Assessing whether any known of knowable factors occurred subsequent to year end that impact management’s forecast of future inventory usage.

/s/ BDO USA, P.C.

1 unchanged sentence

San Francisco, California

February 25, 2025

March 10, 2026

Pulmonx Corporation

10 unchanged sentences

Total current assets 101,684 136,248

Long-term marketable securities — 14,390

Long-term inventory 3,604 1,681

1 unchanged sentence

Goodwill 2,333 2,333

Intangible assets, net — 31

Right of use assets 18,028 18,545

40 unchanged sentences

Interest expense ( 3,155 ) ( 3,507 )

Other income (expense), net 256 ( 673 )

Other income, net 790 256

Net loss before tax ( 53,377 ) ( 55,894 )

1 unchanged sentence

Net loss ( 54,003 ) ( 56,394 )

Other comprehensive (loss) income

Other comprehensive income (loss)

Currency translation adjustment 269 ( 466 )

Change in unrealized (losses) gains on marketable securities ( 61 ) 394

Total other comprehensive (loss) income ( 527 ) 1,065

Change in unrealized losses on marketable securities ( 22 ) ( 61 )

Total other comprehensive income (loss) 247 ( 527 )

Comprehensive loss $ ( 53,756 ) $ ( 56,921 )

17 unchanged sentences

Issuance of shares pursuant to employee stock purchase plan 173,941 — 1,240 — — 1,240

Repurchase of early exercised common stock options ( 106 ) — — — — —

Change in shares subject to repurchase — — 144 — — 144

Stock-based compensation expense — — 22,957 — — 22,957

Currency translation adjustment — — — ( 466 ) — ( 466 )

Change in unrealized gains on marketable securities — — — 394 — 394

Change in unrealized losses on marketable securities — — — ( 61 ) — ( 61 )

Net loss — — — — ( 56,394 ) ( 56,394 )

17 unchanged sentences

Stock-based compensation expense 21,233 22,955

Gain on disposal of fixed assets — ( 15 )

Impairment of capitalized software development costs — 1,717

Change in allowance for credit losses — 40

Inventory write-downs 75 507

Inventory write-down (recovery), net 143 75

Depreciation and amortization expense 1,054 1,493

18 unchanged sentences

Purchases of property and equipment ( 452 ) ( 1,447 )

Net cash provided by (used in) investing activities 17,476 ( 2,007 )

Net cash provided by investing activities 30,482 17,476

Cash flows from financing activities

Proceeds from borrowing under term loan — 20,000

Repayment of credit agreement ( 100 ) ( 95 )

Debt issuance cost ( 70 ) —

Proceeds from exercise of common stock options 249 218

10 unchanged sentences

Supplemental non-cash items:

Lapse in repurchase rights of common stock $ — $ 144

Purchases of property and equipment in accounts payable and accrued liabilities $ 8 $ 218

Amount receivable from exercise of common stock options $ — $ 3

Supplemental disclosure of cash flow information:

12 unchanged sentences

During the years ended December 31, 2025 and December 31, 2024, the Company used $ 32.4 million and $ 31.5 million of cash in its operating activities, respectively.

As of December 31, 2024, the Company had cash, cash equivalents and marketable securities of $ 101.5 million.

Historically, the Company’s activities have been financed through the sale of equity securities, debt financing arrangements and sales of its products.

As of December 31, 2025, the Company had cash and cash equivalents of $ 69.8 million.

Historically, the Company’s activities have been financed through the sale of its products, the sale of equity securities, and debt financing arrangements.

The Company’s consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for the next 12 months.

Management believes that the Company’s existing cash, cash equivalents and marketable securities will allow the Company to continue its planned operations for at least the next 12 months from the date of the issuance of these consolidated financial statements.

Management believes that the Company’s existing cash and cash equivalents, and the refinancing of debt described in Note 14, “Subsequent Events⸺Perceptive Credit Agreement”, will allow the Company to continue its planned operations for at least the next 12 months from the date of the issuance of these consolidated financial statements.

Summary of Significant Accounting Policies

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The carrying amounts of the Company’s financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.

Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the term loan approximates their fair value.

The fair value of marketable debt securities is estimated using Level 1 and Level 2 inputs (Note 4).

10 unchanged sentences

These securities are carried at fair value as determined based upon quoted market prices or pricing models for similar securities.

Unrealized gains and losses on available for sale marketable securities, which consist of debt securities, if any, are excluded from earnings and are reported as a component of other comprehensive (loss) income.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss.

Realized gains and losses, if any, on available-for-sale securities are included in other income (expense), net.

Realized gains and losses, if any, on available-for-sale securities are included in other income, net.

The cost of securities sold is based on the specific identification method.

9 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash, cash equivalents and accounts receivable.

The Company maintains its cash and cash equivalents balances with established

The Company maintains its cash and cash equivalents balances with established financial institutions and, at times, such balances with any one financial institution may be in excess of the Federal

Pulmonx Corporation

Notes to Consolidated Financial Statements

financial institutions and, at times, such balances with any one financial institution may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits.

Deposit Insurance Corporation (“FDIC”) insured limits.

As of December 31, 2025 and December 31, 2024, the Company also had cash on deposit with foreign banks of approximately $ 13.4 million and $ 5.8 million, respectively, that was not federally insured.

13 unchanged sentences

Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success.

As of December 31, 2024 and December 31, 2023, accounts receivable is presented net of an allowance for credit losses of less than $ 0.1 million and $ 0 , respectively.

As of December 31, 2025 and December 31, 2024, accounts receivable is presented net of an allowance for credit losses of less than $ 0.1 million and less than $ 0.1 million, respectively.

Inventories are valued at the lower of cost to purchase or manufacture the inventory or net realizable value.

5 unchanged sentences

The value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as long-term inventory.

The Company considers forecasted demand and other expected usage of inventory on hand when estimating long-term inventory.

Internal-Use Software

30 unchanged sentences

Intangible assets consist of developed technology and trademarks.

Intangible assets were recorded at their fair values at the date of acquisition and were amortized using the straight-line method over a 15-year useful life (Note 5).

Intangible assets were recorded at their fair values at the date of acquisition and were amortized using the straight-line method over a 15-year useful life.

The intangible assets were fully amortized as of December 31, 2024.

20 unchanged sentences

The Company’s revenue is generated primarily from the sale of its products to hospitals and distributors in the United States and international markets.

Under ASC 606, Revenue from Contracts with Customer s, revenue is recognized when the customer obtains controls of promised goods or services, in an amount that reflects consideration which the entity expects to receive in exchange for those goods or services.

Under ASC 606, Revenue from Contracts with Customer s, revenue is recognized when the customer obtains control of promised goods or services, in an amount that reflects consideration which the entity expects to receive in exchange for those goods or services.

The Company determines revenue recognition by applying the following five steps as prescribed by ASC 606:

24 unchanged sentences

The Company disaggregates its revenue by major geographic region, which is disclosed in Note 12, “Segment Information.”

Costs associated with product sales include commissions.

The Company applies the practical expedient and recognizes commissions as expense when incurred because the expense is incurred at a point in time and the amortization period is less than one year.

Commissions are recorded as selling expense.

Cost of Goods Sold

1 unchanged sentence

Cost of goods sold consists primarily of costs related to materials, components and subassemblies, third-party costs, manufacturing overhead costs, direct labor, reserves for excess, obsolete and non-sellable inventories and distribution-related expenses.

A significant portion of the Company’s cost of goods sold currently consists of manufacturing overhead costs.

A significant portion of the Company’s cost of goods sold consists of manufacturing overhead costs.

These overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management.

Cost of goods sold also includes depreciation expense for production equipment and certain direct costs such as shipping costs.

Costs associated with product sales include commissions.

The Company applies the practical expedient and recognizes commissions as expense when incurred because the expense is incurred at a point in time and the amortization period is less than one year.

Commissions are recorded as selling expense.

Research and Development

19 unchanged sentences

The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income in the consolidated balance sheet.

Foreign currency translation adjustments are recorded in other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss and was $( 0.5 ) million and $ 0.7 million during the years ended December 31, 2024 and December 31, 2023, respectively.

Foreign currency transaction gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss and was $ 0.1 million and $( 0.8 ) million during the years ended December 31, 2024 and December 31, 2023, respectively.

Foreign currency translation adjustments are recorded in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss and was $ 0.3 million and $( 0.5 ) million during the years ended December 31, 2025 and December 31, 2024, respectively.

Foreign currency transaction gains and losses are included in other income, net in the consolidated statements of operations and comprehensive loss and was $ 0.7 million and $ 0.1 million during the years ended December 31, 2025 and December 31, 2024, respectively.

Stock-Based Compensation

1 unchanged sentence

The Company determines the fair value of all stock options and the 2020 Employee Share Purchase Plan (“ESPP”) awards on the date of grant using the Black-Scholes option pricing model.

The Company’s determination of the fair value is impacted by its common stock price as well as assumptions regarding a number of complex and subjective variables.

The Company’s determination of the fair value is impacted by its common stock price as well as assumptions regarding a number of variables.

These variables include, but are not limited to, the expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends.

2 unchanged sentences

The fair value of time-based awards is recognized over the period during which an option holder is required to provide services in exchange for the option award, known as the requisite service period, which is typically the vesting period using the straight-line method.

The fair value of performance-based awards, if applicable, is recognized over the requisite service period using the graded vesting method.

The fair value of performance-based awards, is recognized over the requisite service period using the graded vesting method.

Refer to Note 10, “Stockholders’ Equity” for additional information on performance-based and market-based awards.

The Company accounts for forfeitures as they occur.

1 unchanged sentence

Costs for such equity instruments are measured at the fair value of the equity instruments issued on the measurement date as the Company believes that the fair value of the equity instrument is more reliably measured than the fair value of the services received.

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect

Pulmonx Corporation

Notes to Consolidated Financial Statements

assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income.

taxable income.

A valuation allowance is established when necessary to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets.

5 unchanged sentences

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities assuming the dilutive effect of outstanding stock options, unvested restricted stock units, and shares issuable related to the ESPP.

Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

2 unchanged sentences

Comprehensive gain or loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources.

The Company’s currency translation adjustment and unrealized gains and losses from marketable securities are the components of other comprehensive (loss) income that are excluded from the reported net loss for all periods presented.

The Company’s currency translation adjustment and unrealized gains and losses from marketable securities are the components of other comprehensive income (loss) that are excluded from the reported net loss for all periods presented.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280.

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

The Company adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis.

See Note 12, “Segment Information” in the accompanying notes to the consolidated financial statements for further information.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

3 unchanged sentences

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

Pulmonx Corporation

Notes to Consolidated Financial Statements

adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements.

The Company adopted ASU 2023-09 as of January 1, 2025 and the update enhances the disclosure requirements related to tax rate reconciliations and income taxes paid.

See Note 11, Income Taxes” for additional information.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

4 unchanged sentences

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU, or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating

Pulmonx Corporation

Notes to Consolidated Financial Statements

the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures.

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

Targeted improvements to the Accounting for Internal-Use Software , to modernize the accounting for software costs that are accounted for under Subtopic 350-40.

ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing software costs when both of the following occur:

1) Management has authorized and committed to funding the software project and 2) It is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This ASU clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations.

The ASU does not introduce significant changes to recognition or measurement guidance.

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

The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements.

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

This ASU addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to GAAP.

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

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

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

All other amendments may be applied prospectively or retrospectively.

The Company is currently evaluating the impact the adoption of this ASU will have on disclosures in its consolidated financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

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This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis —Financial assets and liabilities held by the Company measured at fair value on a recurring basis include money market funds and marketable securities.

8 unchanged sentences

The following tables summarizes the types of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Pulmonx Corporation

Notes to Consolidated Financial Statements

December 31, 2025

4 unchanged sentences

Total cash equivalents 1,038 — — 1,038

Marketable securities:

Government agency bonds 6,235 11,968 — 18,203

Commercial paper — 12,374 — 12,374

Total marketable securities 6,235 24,342 — 30,577

Total financial assets $ 1,038 $ — $ — $ 1,038

10 unchanged sentences

There were no liabilities measured at fair value on a recurring and non-recurring basis as of December 31, 2025 and December 31, 2024.

The following table summarizes the cost, unrealized gains and losses and fair value of marketable securities (in thousands):

December 31, 2024

Amortized Cost Unrealized Losses Unrealized Gains Fair Value

Government agency bonds $ 18,178 $ — $ 25 $ 18,203

Commercial paper 12,376 ( 8 ) 6 12,374

Total $ 30,554 $ ( 8 ) $ 31 $ 30,577

December 31, 2023

Amortized Cost Unrealized Losses Unrealized Gains Fair Value

Government agency bonds $ 35,194 $ ( 26 ) $ 96 $ 35,264

Commercial paper 12,667 ( 1 ) 15 12,681

Total $ 47,861 $ ( 27 ) $ 111 $ 47,945

Pulmonx Corporation

Notes to Consolidated Financial Statements

The following table summarizes the marketable securities with unrealized losses as of December 31, 2024 and December 31, 2023, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands):

As of December 31, 2025, the Company did not hold any marketable securities.

The following table summarizes the cost, unrealized gains and losses and fair value of marketable securities as of December 31, 2024 (in thousands):

December 31, 2024

Less than 12 months 12 months or greater Total

Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses

Amortized Cost Unrealized Losses Unrealized Gains Fair Value

Government agency bonds $ 18,178 $ — $ 25 $ 18,203

Commercial paper 12,376 ( 8 ) 6 12,374

Total $ 30,554 $ ( 8 ) $ 31 $ 30,577

The following table summarizes the marketable securities with unrealized losses as of December 31, 2024, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands):

December 31, 2024

1 unchanged sentence

Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses

Government agency bonds $ 11,888 $ ( 23 ) $ 1,745 $ ( 3 ) $ 13,633 $ ( 26 )

Commercial paper $ 5,659 $ ( 8 ) $ — $ — $ 5,659 $ ( 8 )

2 unchanged sentences

During the years ended December 31, 2025 and December 31, 2024, the Company did not consider any of its marketable securities to be other-than-temporarily impaired.

No allowance for credit losses was recorded as of December 31, 2024 and December 31, 2023, and no impairment losses were recognized for the years ended December 31, 2024 and December 31, 2023.

At December 31, 2024 and December 31, 2023, accrued interest receivable on marketable securities of $ 0.1 million and $ 0.4 million was included in prepaid expenses and other current assets on the consolidated balance sheets, respectively.

No allowance for credit losses was recorded as of December 31, 2024, and no impairment losses were recognized for the years ended December 31, 2025 and December 31, 2024.

At December 31, 2025 and December 31, 2024, accrued interest receivable of less than $ 0.1 million and $ 0.1 million was included in prepaid expenses and other current assets on the consolidated balance sheets, respectively.

The Company elected to exclude accrued interest receivable from the estimation of expected credit losses on its marketable securities and reverse accrued interest receivable through interest income (expense) when amounts are determined to be uncollectible.

2 unchanged sentences

Marketable securities that mature greater than one year from the balance sheet date are classified as long-term.

As of December 31, 2024, the Company did not hold any marketable securities with maturity dates greater than one year.

Balance Sheet Components

29 unchanged sentences

The capitalized costs are amortized on a straight-line basis over the non-cancelable contract terms, which are generally three to five years .

As of December 31, 2024, the capitalized costs of $ 0.5 million were included in other long-term assets.

As of December 31, 2025, the capitalized costs of $ 0.2 million and $ 0.7 million were included in prepaid expenses and other current assets, and other long-term assets, respectively.

Amortization expense, which was included in selling, general and administrative expenses, was $ 0.1 million and $ 0.1 million for the years ended December 31, 2025 and December 31, 2024, respectively.

11 unchanged sentences

Property and equipment, net $ 2,220 $ 2,907

In the second quarter of 2024, the Company recorded a non-cash impairment charge of $ 1.7 million related to certain previously capitalized software development costs that reduced the carrying value of those assets to zero.

In 2024, the Company recorded a non-cash impairment charge of $ 1.7 million related to certain previously capitalized software development costs that reduced the carrying value of those assets to zero .

The impairment charge was recorded in research and development expenses on the Company’s consolidated statements of operations and comprehensive loss.

5 unchanged sentences

The Company performed an annual test for goodwill impairment in the fourth quarter of the fiscal years ended December 31, 2025 and December 31, 2024 and determined that goodwill was no t impaired.

Intangible Assets

Amortization expense relating to the intangibles was less than $ 0.1 million and $ 0.1 million during the years ended December 31, 2024 and December 31, 2023, respectively.

The intangible assets were fully amortized as of December 31, 2024.

Intangible assets as of December 31, 2023 consist of the following (in thousands):

December 31, 2023

Gross Carrying Value Accumulated Amortization Net Carrying Value

Developed technology $ 1,658 $ ( 1,630 ) $ 28

Trademarks 191 ( 188 ) 3

Total intangible assets $ 1,849 $ ( 1,818 ) $ 31

Pulmonx Corporation

Notes to Consolidated Financial Statements

Accrued Liabilities

7 unchanged sentences

Total accrued liabilities $ 14,556 $ 16,472

Pulmonx Corporation

Notes to Consolidated Financial Statements

Long Term Debt

2 unchanged sentences

Neither Tranche B nor Tranche C was drawn before the option expired.

The CIBC Loan originally had a five-year term maturing on February 20, 2025, which included 24 months of interest only payments followed by 36 months of equal payments of principal and interest.

In April 2020, the Company entered into a First Amendment to CIBC Agreement that changed the maturity date to March 15, 2022.

In March 2021, the Company entered into an Amended and Restated Loan and Security Agreement with CIBC (as amended, the “Amended and Restated CIBC Agreement”) which, among other things, extended the loan maturity date of the CIBC Loan from March 15, 2022 to February 20, 2025, and modified certain financial covenants.

Per the amended terms, 36 equal payments of principal plus accrued interest would be due beginning March 31, 2022.

In October 2021, the Company entered into a Second Amendment to the Amended and Restated CIBC Agreement, which extended the interest only period of the loan from 24 months to 36 months.

Under the amended terms, principal repayment will begin in February 2023.

In October 2022, the Company entered into a Third Amendment to the Amended and Restated CIBC Agreement (the “Third Amendment”) with CIBC, which amended certain provisions of the CIBC Loan.

The amendment provided the option to draw up to an additional $ 20.0 million (“Amended Tranche B”) on or prior to October 31, 2023, which can be drawn in increments of at least $ 5.0 million.

Upon request by the Company, CIBC may, in its sole discretion, make additional term loans of up to $ 10.0 million (“Amended Tranche C”) at any time.

The Third Amendment extended the maturity date of the CIBC Loan from February 20, 2025 to October 31, 2027 and provided for a new interest only period of 24 months from the signing date of the Third Amendment, with the possibility of an additional extension of such interest only period of up to 12 months, subject to satisfaction of certain conditions set forth in the Third Amendment.

In October 2022, the Company entered into a Third Amendment to the Amended and Restated CIBC Agreement (the “Third Amendment”) with CIBC, which, among other things, extended the maturity date of the CIBC Loan to October 31, 2027;

provided a commitment for a new $ 20.0 million tranche of term loans that may be drawn at our option through October 31, 2023, subject to the satisfaction of certain conditions;

and provided for a new interest only period of 24 months from the signing date of the Third Amendment, with the possibility of an additional extension of such interest only period of up to 12 months, subject to satisfaction of certain conditions.

In February 2023, the Company drew $ 20.0 million of the Amended Tranche B which has the same interest rate and repayment terms as Tranche A of the CIBC Loan.

Pulmonx Corporation

Notes to Consolidated Financial Statements

In May 2024, as a result of satisfying certain conditions set forth in the Third Amendment, the Company extended the interest-only period of the CIBC Loan from 24 months to 36 months.

Principal repayment will begin in November 2025.

There was no change to the loan interest rate, maturity date, or other terms of the loan.

Upon draw of the Amended Tranche B, the financial covenants in the Amended and Restated CIBC Agreement require that, when the cash and cash equivalents of the Company as defined in the Amended and Restated CIBC Agreement is less than $ 100.0 million, the Company have revenue for the trailing three-month period ending on the last day of each fiscal quarter of not less than 80.0 % of the revenue for the trailing three-month period, as set forth in the annual projections delivered to the CIBC.

Further, the Company is required to maintain unrestricted cash in an aggregate amount equal to the greater of $ 20.0 million and the Adjusted EBITDA loss as defined in the Amended and Restated CIBC Agreement for the six-month period ending on any date of determination.

As of December 31, 2024, the Company was in compliance with all covenants contained in Amended and Restated CIBC Agreement.

The CIBC Loan bears interest at a floating rate equal to 1.0 % above the Wall Street Journal Prime Rate at any time.

The CIBC Loan is collateralized by substantially all of the Company’s assets, including cash and cash equivalents, accounts receivable, intellectual property and equipment.

The Company may prepay the borrowings under the Amended and Restated CIBC Agreement, subject to certain conditions, including a prepayment fee equal to 2.0 % of the principal amount repaid during the first year after the effective date of the Third Amendment or 1.0 % of the principal amount prepaid during the second year after the effective date of the Third Amendment.

In April 2025, the Company further amended the terms of the CIBC Loan (the “Fifth Amendment”) to extend the interest-only period through maturity, with full principal repayment due in October 2027.

There was no change to the interest rate or the maturity date of the loan.

The Fifth Amendment was accounted for as a debt modification.

The Fifth Amendment contains a financial covenant that, when cash and cash equivalents of the Company is less than $ 80.0 million, revenue for the trailing twelve-month period be at least 10.0 % greater than the amount of revenue for the corresponding trailing twelve-month period in the prior year.

Further, the Company is required to maintain unrestricted cash in an aggregate amount equal to the greater of $ 20.0 million and the absolute value of Adjusted EBITDA loss as defined in the Amended and Restated CIBC Agreement for the six-month period ending on any date of determination.

In January 2026, the Company further amended the terms of the CIBC Loan to 1) to modify the Company’s obligations regarding cash such that the Company is required to maintain cash in an aggregate amount equal to or greater than (i) 1.25 multiplied by (ii) the then outstanding principal balance of the CIBC Loan and 2) to require regular updates to CIBC on our efforts to refinance the CIBC Loan.

In addition, CIBC agreed not to test one of the financial covenants as of December 31, 2025.

The Company paid to CIBC an amendment fee of less than $ 0.1 million.

As of December 31, 2025, the Company was in compliance with all other covenants contained in the Amended and Restated CIBC Agreement.

As of December 31, 2025 and December 31, 2024, the CIBC Loan had an annual effective interest rate of 8.2 % and 9.0 % per year.

The CIBC Loan consists of the following (in thousands):

Pulmonx Corporation

Notes to Consolidated Financial Statements

The CIBC Loan consists of the following (in thousands) as of December 31, 2025 and December 31, 2024, respectively:

$ 37,000 $ 37,000

6 unchanged sentences

The Company paid $ 0.5 million fees to the lender and third parties, which is reflected as a discount on the CIBC Loan and is being accreted over the life of the term loan using the effective interest method.

During the years ended December 31, 2024 and December 31, 2023, the Company recorded interest expense related to debt discount and debt issuance costs of CIBC Loan of $ 0.1 million and less than $ 0.1 million, respectively.

During the years ended December 31, 2025 and December 31, 2024, the Company recorded interest expense related to debt discount and debt issuance costs of CIBC Loan of $ 0.1 million and $ 0.1 million, respectively.

Interest expense on the CIBC Loan amounted to $ 3.1 million and $ 3.5 million during the years ended December 31, 2025 and December 31, 2024, respectively.

Pulmonx Corporation

Notes to Consolidated Financial Statements

The Company repaid the CIBC Loan in full, and terminated the Amended and Restated CIBC Agreement, in connection with the closing of the Perceptive Credit Agreement.

See the section entitled “Subsequent Events⸺Perceptive Credit Agreement”.

Credit Agreement

12 unchanged sentences

Term loan and credit agreement

Pulmonx Corporation

Notes to Consolidated Financial Statements

Revenue Recognition

The Company’s contract liabilities consist of deferred revenue for remaining performance obligations to customers after delivery, which was $ 0.1 million as of December 31, 2024.

The Company’s contract liabilities consist of deferred revenue for remaining performance obligations to customers after delivery, which was less than $ 0.1 million as of December 31, 2025.

This amount is expected to be recognized as revenue in fiscal year 2026.

The deferred revenue as of December 31, 2024 was $ 0.1 million, which was recognized as revenue during the year ended December 31, 2025.

The deferred revenue as of December 31, 2023 was $ 0.2 million, which was recognized as revenue during the year ended December 31, 2024.

The Company disaggregates its revenue by major geographic region, which has been disclosed in Note 12, “Segment Information.”

2 unchanged sentences

The Company leases additional facilities in Redwood City, California, under a sublease agreement, which consist of approximately 25,254 square feet of office space (the “expansion premises”) and was scheduled to expire on September 30, 2024 (the “Sublease”).

In May 2024, the Company entered into a third amendment to Sublease (the “Third Amendment to Sublease”) to extend the lease term of the expansion premises through May 31, 2028.

In the second quarter of 2024, the Company entered into a third amendment to Sublease (the “Third Amendment to Sublease”) to extend the lease term of the expansion premises through May 31, 2028.

The Third Amendment to Sublease contains a rent-free period between November 1, 2024 and February 28, 2025, after which rent is approximately $ 0.1 million per month and is subject to an annual increase of approximately 3 %.

The Company also entered into a third amendment to Office Lease (the “Third Amendment to Office Lease”) to extend the lease term of the existing premises through July 31, 2035.

The Third Amendment to Office Lease contains a rent-free period between August 1, 2025 and November 30, 2025, after which rent is approximately $ 0.1 million per month and is subject to an annual increase of approximately 3.5 %.

Additionally, under the Third

Pulmonx Corporation

Notes to Consolidated Financial Statements

Amendment to Office Lease, the Company and the landlord have agreed to expand the existing premises to include the expansion premises, effective as of June 1, 2028, through July 31, 2035 (conterminous with the existing premises as referenced above).

The Third Amendment to Office Lease contains a rent-free period, as further described below, after which rent is approximately $ 0.1 million per month and is subject to an annual increase of approximately 3.5 %.

Additionally, under the Third Amendment to Office Lease, the Company and the landlord have agreed to expand the existing premises to include the expansion premises, effective as of June 1, 2028, through July 31, 2035 (conterminous with the existing premises as referenced above).

Commencing on June 1, 2028, the monthly base rent for the expansion premises will be $ 0.1 million per month and is subject to an annual increase of approximately 3.5 %.

5 unchanged sentences

The amendment was accounted for as a modification that resulted in additional right of use assets in exchange for lease liabilities of $ 0.4 million.

In 2013, the Company entered into a five-year lease for office facilities in Switzerland.

The Company had an option to extend the lease through January 2022, which was not exercised by the Company.

Per the lease terms, in the event the option to extend is not exercised, the lease remains in force and can be terminated with 12-months ’ notice.

In June 2024, with the intention of seeking other premises, the Company provided notice to the landlord to terminate the lease, effective June 30, 2025.

In October 2024, the Company entered into a five-year lease for a new office facility.

The new lease will commence in the first quarter of 2025, with future total minimum rent payments of approximately $ 0.5 million.

In the fourth quarter of 2024, the Company entered into a five-year lease for a new office facility in Switzerland.

The lease commenced in the first quarter of 2025, with total future minimum rent payments of $ 0.5 million.

The Company recognized right of use assets in exchange for lease liabilities of $ 0.4 million related to this new lease in the first quarter of 2025.

As of December 31, 2025, the Company has leases on 21 vehicles with an average lease term of 3.0 years.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Operating lease cost consists of the following (in thousands):

7 unchanged sentences

The following table summarizes a maturity analysis of the Company’s lease liabilities showing the aggregate lease payments as of December 31, 2025 (in thousands):

Pulmonx Corporation

Notes to Consolidated Financial Statements

Fiscal Year Ending December 31, Amount

16 unchanged sentences

$ 925 $ 17,016

Service Agreement

In April 2022, the Company entered into an agreement with a service provider which required total minimum purchases of $ 0.6 million, $ 0.4 million, and $ 0.4 million over a three-year period.

In June 2024, the Company amended the agreement with the service provider, which eliminated the minimum purchase obligations.

From April 2022 through June 2024, the Company fulfilled the minimum purchase obligations and recorded $ 1.2 million of expense for services related to this agreement in cost of goods sold.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Contingencies

3 unchanged sentences

Accrual estimates are recorded when and if it is determinable that such a liability for litigation and contingencies are both probable and reasonably estimable.

Pulmonx Corporation

Notes to Consolidated Financial Statements

In December 2022, the Company received a civil investigative demand (“CID”) from the U.S.

Department of Justice, Civil Division in connection with an investigation under the Anti-Kickback Statute and False Claims Act (the “Investigation”).

The CID requests information and documents regarding the Company’s relationships with certain health care providers, medical practices, and hospitals in connection with the sales and marketing of the Zephyr Valves and related products and services.

The Company is fully cooperating with the Investigation.

The Company is unable to express a view at this time regarding the ultimate outcome of the Investigation or estimate an amount or range of reasonably possible loss.

Depending on the outcome of the Investigation, there could be a material impact on the Company’s business, results of operations and financial condition.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Department of Justice (“US DOJ”), in connection with an investigation under the False Claims Act.

The CID requested information and documents regarding our relationships with certain health care providers, medical practices, and hospitals in connection with the sales and marketing of the Zephyr Valves and related products and services.

Subsequently, on or about January 27, 2025 the DOJ filed on behalf of itself and certain states attorneys general, a Notice of Election to Decline Intervention in and to unseal the underlying action that was the basis of the CID, filed by an individual (the “Relator”) in U.S.

District Court for the Northern District of California (the “Qui Tam Action”).

In December 2025, the Company entered into a settlement agreement with the Relator, with approval by the US DOJ and the various states’ attorneys general who were parties to the Qui Tam Action.

The Qui Tam Action was dismissed on December 22, 2025.

Loss before the provision for income taxes consists of the following (in thousands):

12 unchanged sentences

Total income tax expense $ 626 $ 500

The reconciliation between the federal statutory rate and the Company’s effective tax rate is summarized below:

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Notes to Financial Statements - Income Taxes for additional details on the adoption of ASU 2023-09.

The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:

Pulmonx Corporation

Notes to Consolidated Financial Statements

Year Ended December 31, 2025

federal statutory tax rate $ ( 11,209 ) 21.0 %

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

Foreign tax effects ( 203 ) 0.4 %

Enactment of new tax laws — 0.0 %

Effect of cross-border tax laws

Global Intangible Low-Tax Income 199 ( 0.4 ) %

Tax credits ( 170 ) 0.3 %

Valuation allowances 8,273 ( 15.5 ) %

Nontaxable or nondeductible items

Stock-based compensation (2)

2,936 ( 5.5 ) %

Other 269 ( 0.5 ) %

Changes in unrecognized tax benefits 26 0.0 %

Other adjustments

Expiring attributes 559 ( 1.1 ) %

Other ( 104 ) 0.2 %

Total $ 626 ( 1.2 ) %

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

(2) Includes amounts related to non-deductible stock-based compensation, including non-deductible executive compensation, in addition to excess tax benefits or shortfalls from stock-based compensation.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Years Ended December 31,

8 unchanged sentences

Effective tax rate ( 0.9 ) % ( 0.9 ) %

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

Pulmonx Corporation

Notes to Consolidated Financial Statements

Income taxes paid:

Switzerland 138

United Kingdom 60

Cash paid for income taxes, net of refunds, during the years ended December 31, 2024 and 2023 was $ 0.6 million and $ 0.5 million, respectively.

Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, as well as operating losses and tax credit carryforwards.

17 unchanged sentences

Net deferred tax liabilities $ ( 69 ) $ ( 87 )

Pulmonx Corporation

Notes to Consolidated Financial Statements

The Company has established a full valuation allowance against its U.S.

11 unchanged sentences

The federal tax R&D credit carryforwards will expire beginning in the year 2026 while the state tax credit carryforwards have no expiration date.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Utilization of the net operating loss carryforwards and R&D tax credit carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code, as defined in Section 382, and other similar state provisions.

The annual limitation may result in the expiration of net operating losses and credits before utilization.

The Company completed a section 382 study for the year ended December 31, 2022 for which the Company had no change in ownership.

The Company completed a section 382 study for the year ended December 31, 2022 for which the Company had no change in ownership and do not expect any changes from that analysis through December 31, 2025.

Additionally, based on the Company’s analysis, no further material net operating losses or credits have expired unused due to the section 382 limitations as of December 31, 2025.

1 unchanged sentence

As of December 31, 2025, the Company had unrecognized tax benefits of approximately $ 9.1 million, none of which will affect the effective tax rate if recognized.

It is unlikely that the amount of liability for unrecognized tax benefits will significantly change over the next 12 months.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands):

1 unchanged sentence

Additions for tax positions related to prior year 170

Decreases for tax positions related to prior year ( 162 )

Additions for tax positions related to current year 40

1 unchanged sentence

Additions for tax positions related to prior year 158

Decreases for tax positions related to prior year ( 8 )

Additions for tax positions related to current year 51

Balance at December 31, 2025 $ 9,073

It is the Company's policy to include penalties and interest expense related to income taxes as a component of other income (expense), net and interest expense, respectively, as necessary.

It is the Company's policy to include penalties and interest expense related to income taxes as a component of other income, net and interest expense, respectively, as necessary.

The Company’s major tax jurisdictions are the United States and California, and Switzerland and Neuchâtel.

1 unchanged sentence

The Company does not have any tax audits or other issues pending.

As currently enacted, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which is expected to decrease the amount of the Company's generated net operating losses during the year.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Beginning in 2022, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five years for domestic research and developments costs and fifteen years for foreign research and development costs.

The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025, and contains significant tax law changes, including allowing for the immediate expensing in 2025 and forward of domestic research and development costs.

Because of the Company's valuation allowance on its deferred tax assets, the change did not impact the Company's financial statements.

Stockholders’ Equity

5 unchanged sentences

These awards were granted as a material inducement for accepting employment with the Company.

The inducement awards consisted of a total of 997,681 shares of the Company’s common stock, which includes an aggregate of 331,156 shares of common stock issuable

Pulmonx Corporation

Notes to Consolidated Financial Statements

upon the vesting of restricted stock unit awards and 666,525 shares of common stock issuable upon the exercise of nonqualified stock option grants generally subject to the same terms and conditions as grants that are made under the 2020 Equity Incentive Plan.

The inducement awards consisted of a total of 997,681 shares of the Company’s common stock, which includes an aggregate of 331,156 shares of common stock issuable upon the vesting of restricted stock unit awards and 666,525 shares of common stock issuable upon the exercise of nonqualified stock option grants generally subject to the same terms and conditions as grants that are made under the 2020 Equity Incentive Plan.

Shares Reserved for Future Issuance

14 unchanged sentences

In January 2026, the number of shares of common stock available for issuance under the 2020 Equity Incentive Plan was increased by 1,666,945 shares as a result of the automatic increase provision in the 2020 Equity Incentive Plan.

Options to purchase the Company’s common stock may be granted at a price not less than 100 % of the fair market value in the case of ISO or NSO, except for an employee or non-employee with options who owns more than 10% of the voting power of all classes of stock of the Company in which case the exercise price shall be no less than 110 % of the fair market value per share on the grant date.

Options vest ranging from immediately upon grant to a rate of 25 % per annum over four years from the grant date.

Options expire but not more than ten years after the date of grant.

Pulmonx Corporation

Notes to Consolidated Financial Statements

the voting power of all classes of stock of the Company in which case the exercise price shall be no less than 110 % of the fair market value per share on the grant date.

Options vest ranging from immediately upon grant to a rate of 25 % per annum over four years from the grant date.

Options expire but not more than ten years after the date of grant.

In November 2025, the Company’s Compensation Committee of the Board of Directors approved the 2025 Inducement Plan (the “Inducement Plan”).

The terms of the Inducement Plan are similar to the terms of the 2020 Equity Incentive Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules.

The Inducement Plan was adopted by the Company’s Compensation Committee of the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

As of December 31, 2025, the Company reserved 3,200,000 shares of its common stock for issuance pursuant to awards granted under the Inducement Plan.

The Company issued 1,625,000 restricted stock units during the year ended December 31, 2025.

Activity with respect to stock options was as follows:

3 unchanged sentences

Options granted

835,400 11.48

Options exercised

19 unchanged sentences

The aggregate intrinsic value of options exercisable as of December 31, 2025 and December 31, 2024 was $ 0.1 million and $ 3.7 million, respectively.

Service-Based Restricted Stock Units

Pulmonx Corporation

Notes to Consolidated Financial Statements

Restricted Stock Units

Activity with respect to restricted stock units was as follows:

The Company estimates the fair value of service-based restricted stock units based on the closing price of the Company’s common stock on the grant date.

Activity with respect to service-based restricted stock units was as follows:

Number of Shares Underlying Outstanding Restricted Stock Weighted Average Grant Date Fair Value

Unvested, December 31, 2022 998,473 $ 27.72

Outstanding at December 31, 2023 2,244,903 $ 15.74

Granted 1,848,908 8.70

1 unchanged sentence

( 377,384 ) 14.31

Unvested, December 31, 2023 2,244,903 $ 15.74

Outstanding at December 31, 2024 2,728,599 $ 11.11

Granted 4,793,547 4.49

1 unchanged sentence

( 754,498 ) 8.85

Unvested, December 31, 2024 2,728,599 $ 11.11

The fair value as of the respective vesting dates of restricted stock units that vested for both the years ended December 31, 2024 and December 31, 2023 was $ 7.5 million.

The aggregate intrinsic value of restricted stock units outstanding as of December 31, 2024 and December 31, 2023 was $ 18.5 million and $ 28.6 million, respectively.

Outstanding at December 31, 2025 5,275,312 $ 5.33

The fair value as of the respective vesting dates of restricted stock units that vested for the years ended December 31, 2025 and December 31, 2024 was $ 5.4 million and $ 7.5 million.

Performance-Based and Market-Based Restricted Stock Units

In fiscal year 2025, the Company granted 326,848 performance-based restricted stock units (“PSUs”) to employees.

The final number of PSUs awarded will be determined based on the Company’s consolidated cumulative revenue over a two-year performance period and may vest at a rate ranging from 0 % to 200 % of the target number of shares.

Any PSUs awarded at the end of the performance period will vest in equal installments over the following four quarters.

The Company estimates the fair value of these performance-based restricted stock units based on the closing price of its common stock on the grant date.

Compensation expense for these awards is calculated based on the expected achievement of the target revenue metrics and is recognized over the requisite service period.

In December 2025, the Company granted 1,200,000 restricted stock units with service and market conditions to certain employees.

The vesting of the market-based restricted stock units will be met 33 % after one year and the remainder thereunder in equal installments quarterly over the following two years subject to continued employment.

Vesting is also contingent on the average closing price of the Company’s common stock being greater than $ 4.00 over a period of 60 consecutive trading days within three years .

The Company estimates the fair value of these market-based restricted stock units on the date of grant using a Monte Carlo simulation including the following assumptions:

expected volatility of 100.0 %;

a risk-free rate of 3.6 %;

and a cost of equity of 16 %.

Compensation expense for these awards is recognized over the requisite service period for each tranche based on the graded vested method.

The requisite service period is the longer of the explicit service period or the derived service period based on the market condition for each tranche.

The derived service period was estimated to be 0.98 years.

Activity with respect to performance-based and market-based restricted stock units was as follows:

Pulmonx Corporation

Notes to Consolidated Financial Statements

Number of Shares Underlying Outstanding Restricted Stock Weighted Average Grant Date Fair Value

Outstanding at December 31, 2024 — $ —

Granted 1,526,848 2.87

Forfeited (1)

( 134,348 ) 8.29

Outstanding at December 31, 2025 1,392,500 $ 2.34

(1) Forfeited PSUs

Stock-Based Compensation for Employees and Non-Employees

1 unchanged sentence

The Company uses the Black-Scholes Merton option-pricing model to determine the fair value of stock options.

The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables.

The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of variables.

These variables include expected stock price volatility over the term of the awards, risk-free interest rates and expected dividends.

3 unchanged sentences

Volatility 79.1 %

71.3 % - 72.8 %

Risk-free interest rate 4.0 %

4.1 % - 4.5 %

Dividend yield — —

4 unchanged sentences

For awards with multiple vesting-tranches, the periods from grant until the mid-point for each of the tranches are averaged to provide an overall expected term.

Pulmonx Corporation

Notes to Consolidated Financial Statements

The expected stock price volatility assumptions for the Company’s stock options for the years ended December 31, 2025 and December 31, 2024 were determined using the Company’s historical volatility and the historical volatilities of industry peers, referred to as “guideline” companies, as the Company had limited trading history for the Company’s common stock.

1 unchanged sentence

The expected stock price volatility assumptions for the purchase rights under the employee share purchase plan for the years ended December 31, 2025 and December 31, 2024 were determined using the historical volatility of the Company’s common stock.

Pulmonx Corporation

Notes to Consolidated Financial Statements

Risk-Free Rate

23 unchanged sentences

Dividend yield — —

Pulmonx Corporation

Notes to Consolidated Financial Statements

Total Stock-Based Compensation

5 unchanged sentences

Total $ 21,233 $ 22,955

Pulmonx Corporation

Notes to Consolidated Financial Statements

The above stock-based compensation expense related to the following equity-based awards (in thousands):

6 unchanged sentences

The total grant date fair value of shares vested during the years ended December 31, 2025 and December 31, 2024 was $ 17.4 million and $ 15.0 million, respectively.

As of December 31, 2024, the Company had unrecognized employee stock-based compensation relating to ESPP awards of approximately $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.1 years.

As of December 31, 2025, the Company had unrecognized employee stock-based compensation relating to ESPP awards of less than $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.1 years.

Stock Modification

3 unchanged sentences

Thereafter, Mr.

French has continued to serve as a member of the Company’s board of directors, and his outstanding equity awards have continued to vest in accordance with their terms, subject to his continued service to the Company as a member of the board of directors .

The Company evaluated the change in status in accordance with ASC 718 and determined that there was a modification to the unvested awards expected to vest after March 15, 2024.

The total stock-based compensation expense related to the modification, evaluated as of the modification date, was $ 6.3 million, to be recognized over the remaining vesting periods.

The Company recorded $ 2.3 million in stock-based compensation expenses related to the modification for the year ended December 31, 2024.

The Company recorded $ 2.1 million and $ 2.3 million in stock-based compensation expenses related to the modification for the years ended December 31, 2025 and December 31, 2024, respectively.

Pulmonx Corporation

13 unchanged sentences

Shares committed under ESPP 150,156 80,791

Unvested early exercised common stock options — 109

Total Shares 9,885,056 6,436,996

7 unchanged sentences

The following table sets forth our revenue by geographic area (in thousands):

Pulmonx Corporation

Notes to Consolidated Financial Statements

Years Ended December 31,

4 unchanged sentences

Total $ 90,497 $ 83,789

Pulmonx Corporation

Notes to Consolidated Financial Statements

The CODM also utilizes the Company’s long-range plan as a key input for resource allocation.

3 unchanged sentences

See FN 10, “Stockholders’ Equity” for more information.

Other segment items included in consolidated net loss are interest income, interest expense, and other income (expense), net, and income tax expense.

Other segment items included in consolidated net loss are interest income, interest expense, and other income, net, and income tax expense.

Long-lived assets by geographic area are based on physical location of those assets.

8 unchanged sentences

There have been no contributions made to the Savings Plan by the Company since inception.

Subsequent Events

Perceptive Credit Facility

Subsequent to December 31, 2025, on March 2, 2026 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) and a Security Agreement (the “Security Agreement”), with Perceptive Credit Holdings V, LP (“Perceptive”), as the initial lender, administrative agent and collateral agent.

The Perceptive Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $ 60.0 million (the “Loan Facility”).

On the Closing Date, the Company borrowed an initial loan under the Credit Agreement in an aggregate principal amount of $ 40.0 million.

The Loan Facility permits the Company to borrow up to an additional $ 20 million, in two additional equal tranches.

The first $ 10.0 million tranche becomes available if the Company reaches at least $ 92.5 million in revenue for any trailing twelve-month period ending as of the end of last day of any fiscal quarter through, and including, the fiscal quarter ending September 30, 2027, and the second $ 10.0 million tranche becomes available if the Company reaches at least $ 100.0 million in revenue for any trailing twelve-month period ending as of the end of last day of any fiscal quarter through, and including, the fiscal quarter ending December 31, 2027.

The Loan Facility has a maturity date of March 2, 2031 (the “Maturity Date”).

The Loan Facility accrues interest, payable monthly in arrears, at an annual rate equal to the sum of (a) an applicable margin of 7.00 % (the “Applicable Margin”) plus (b) the greater of (i) one-month term SOFR and (ii) 3.75 %.

Upon the occurrence and during the continuance of an event of default under the Credit Agreement, the Applicable Margin will increase by an additional 3.00 % per annum at Perceptive’s election (retroactive to the date of such event of default), or automatically in the case of a payment or bankruptcy event of default.

Pulmonx Corporation

Notes to Consolidated Financial Statements

The loans under the Loan Facility may be prepaid at any time, subject to a prepayment premium ranging from 2 % to 10 % if such prepayment occurs on or prior to the fourth anniversary of the Closing Date.

On the Closing Date, the Company paid an upfront fee of $ 750,000 , which is equal to 1.25 % of the aggregate principal amount of the Loan Facility.

On each date when any outstanding principal under the Loan Facility is repaid, the Company will be required to pay an exit fee equal to 1.50 % of such principal amount.

The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants, and events of default that are customarily required for similar financings.

In addition, the Credit Agreement contains financial covenants requiring the Company to (i) at all times prior to the Maturity Date, maintain minimum Liquidity (as defined in the Credit Agreement) of at least $ 4.0 million and (ii) as of each calculation date set forth in the Credit Agreement, maintain Revenue (as defined in the Credit Agreement) that is not less than the amounts specified in the Credit Agreement.

The occurrence of an event of default under the Credit Agreement could result in, among other things, the declaration that all outstanding principal and interest thereunder are immediately due and payable in whole or in part.

In connection with the Company’s entry into the Loan Facility, on March 2, 2026, the Company repaid all outstanding indebtedness under the Amended and Restated CIBC Agreement, and terminated all its obligations and commitments thereunder.

Perceptive Warrant

On the Closing Date, the Company issued to Perceptive a warrant to purchase up to 1,000,000 shares of the Company’s common stock, par value $ 0.001 per share, with an exercise price of $ 1.92 per share, which is a 25 % premium to the 10 -day volume weighted average price of the common stock for the period ending on the business day immediately preceding the Closing Date.

On the date of the funding of each delayed draw term loan under the Credit Agreement, the Company will issue to Perceptive additional warrants to purchase a number of shares of common stock equal to 0.025 times the dollar amount of delayed draw term loans funded on such date (which number of shares will be adjusted for any stock splits, stock combinations and the like that take place after the Closing Date and prior to the applicable funding date), with an exercise price equal to a 25 % premium to the 10 -day volume weighted average price of the common stock for the period ending on the business day immediately preceding such date.

All the warrants, regardless of issuance date, will have an expiration date of March 2, 2033, may be exercised on a cashless or “net” basis, are freely transferable, and will be automatically exercised, on a cashless basis, prior to their expiration if the value of the shares underlying the respective warrant is greater than the then-applicable exercise price.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data