What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 138 added, 86 removed, 567 unchanged (28% of the section changed)

20 unchanged sentences

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

5 unchanged sentences

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

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the Company has incurred net operating losses and negative cash flows from operations.

Management's evaluation of the events and conditions related to this matter are also described in Note 1.

Critical Audit Matters

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 (i) relates 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 critical audit matters 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.

External Research and Development Costs

As described in Note 2 to the consolidated financial statements, costs for research and development activities are expensed by the Company in the period in which they are incurred.

Research and development expenses consist of costs incurred in performing research and development activities, including salaries, related benefits and stock-based compensation expense for product development personnel, laboratory supplies and equipment, depreciation and amortization, external costs of vendors engaged to conduct research and development activities, acquired in-process research and development, and allocated expenses for technology and facilities.

The Company's research and development expense for the year ended December 31, 2025 was $41.1 million, a portion of which relates to external research and development costs.

The principal consideration for our determination that performing procedures relating to external research and development costs is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s external research and development costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) testing external research and development costs

on a sample basis by obtaining and inspecting source documents, such as the underlying agreements, purchase orders, invoices received, and information received from certain third party service providers, where applicable, and (ii) testing the allocation and classification of external research and development costs.

/s/ PricewaterhouseCoopers LLP

31 unchanged sentences

Additional paid-in capital 488,737 481,679

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Accumulated deficit ( 332,020 ) ( 273,019 )

63 unchanged sentences

In-process research and development — 760

Loss on disposal of property and equipment

Amortization (accretion) of premiums (discount) on securities, net ( 2,804 ) ( 2,659 )

Amortization (accretion) of premiums (discounts) on securities, net ( 1,420 ) ( 2,804 )

Changes in operating assets and liabilities:

9 unchanged sentences

Cash paid in connection with asset acquisition — ( 760 )

Net cash provided (used) by investing activities

66,250 ( 43,735 )

Net cash provided by investing activities 35,224 66,250

Cash flows from financing activities

3 unchanged sentences

Net increase (decrease) in cash, cash equivalents and restricted cash ( 15,258 ) 8,249

8,249 ( 95,078 )

Cash, cash equivalents and restricted cash at beginning of period 28,648 20,399

2 unchanged sentences

Acquisitions of property and equipment included in accounts payable $ 99 $ 74

Right-of-use assets obtained in exchange for operating lease liability $ — $ 7,623

Remeasurement of lease liabilities and right-of-use assets $ 4,228 $ —

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

18 unchanged sentences

The Company’s reporting currency is the U.S.

Going Concern

Certain prior year amounts have been reclassified to conform to the current year presentation on the statements of cash flows and had no material impact.

Liquidity and Capital Resources

The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business.

7 unchanged sentences

The Company had cash, cash equivalents, and short-term investments of $ 103.4 million as of December 31, 2025.

As of the date on which these consolidated financial statements were issued, the Company believes that its cash, cash equivalents, and short-term investments will be sufficient to fund its operations for at least the next twelve months following the issuance of the

As of the date on which these consolidated financial statements were issued, the Company believes that its cash, cash equivalents, and short-term

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

consolidated financial statements.

The Company’s actual results could vary as a result of, and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts.

The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The Company may be required to seek additional equity or debt financing.

investments will be sufficient to fund its operations for at least the next twelve months following the issuance of the consolidated financial statements.

The Company’s actual results and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts.

The Company will be required to seek additional equity or debt financing to fund future operations.

Future liquidity and cash requirements will depend on numerous factors.

6 unchanged sentences

Actual results could differ from those estimates.

Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, research and development accruals, and the valuation allowance for deferred tax assets.

Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, research and development accruals, loss contingency accruals, and the valuation allowance for deferred tax assets.

These estimates and assumptions are based on management’s best estimates and judgment.

8 unchanged sentences

The Company relies, and expects to continue to rely, on a number of vendors to provide services, supplies and materials related to its research and development programs.

The Company relies on single source suppliers for certain components and materials used in the Nautilus platform.

The Company relies on single source suppliers for certain components and materials used in the Nautilus Voyager TM platform.

The loss of any of these single source suppliers would require the Company to expend significant time and effort to locate and qualify an alternative source of supply for these components.

36 unchanged sentences

The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their respective fair values due to their short-term nature.

Inventory, net

Inventory is stated at the lower of cost or net realizable value.

As of December 31, 2025, inventory balances were immaterial and primarily related to early manufacturing activities in advance of our Early Access Program.

Property and Equipment, net

Property and equipment, net, consisting primarily of laboratory equipment, computers, furniture and fixtures, and office equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful life.

Useful lives assigned to property and equipment are as follows:

Laboratory equipment 3 years to 5 years

Prototype equipment 3 years

Computer hardware 3 years

Furniture and fixtures 3 years

Property and equipment, net, consisting primarily of laboratory equipment, computers, furniture and fixtures, and office equipment are recorded at cost.

The Company utilizes the straight-line method of depreciation over the estimated useful lives of the assets:

Laboratory equipment

3 years to 7 years

Prototype equipment

Computer hardware

3 years to 5 years

Furniture and fixtures

Office equipment 3 years to 5 years

15 unchanged sentences

ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received.

Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time.

These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised.

Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases.

If it is considered a finance lease, expense is recognized over the lease term within

Certain of the Company's leases

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

interest expense and amortization in the Company’s consolidated statements of operations.

include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time.

These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised.

Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases.

If it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s consolidated statements of operations.

The Company also has lease arrangements with lease and non-lease components.

12 unchanged sentences

Costs for research and development activities are expensed in the period in which they are incurred.

Research and development expenses consist of costs incurred in performing research and development activities, including salaries, bonuses, stock-based compensation, and employee benefits for product development personnel, laboratory supplies and equipment, depreciation and amortization, external costs of vendors engaged to conduct research and development activities, acquired in-process research and development, and allocated expenses for technology and facilities.

As part of the process of preparing its financial statements, the Company estimates its accrued expenses .

6 unchanged sentences

The model utilizes the NASDAQ closing price of the Company’s common stock at the measurement date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and expected dividend yield of the common stock.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

Forfeitures are recognized in the period in which the forfeiture occurs.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in

Stock-based compensation expense is recognized

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

which the award’s recipient’s service payments are classified.

on a straight-line basis over the requisite service period, which is generally the vesting period.

Forfeitures are recognized in the period in which the forfeiture occurs.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award’s recipient’s service payments are classified.

The Company’s stock-based compensation programs include stock options grants, as well as shares issued under its 2021 Employee Stock Purchase Plan.

15 unchanged sentences

Accounting Pronouncements

The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible.

With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recently Adopted Accounting Standards

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

Improvements to Reportable Segment Disclosures,” which amends existing guidance on segment reporting to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

The ASU is effective for the Company for the fiscal year ending December 31, 2024 and for interim periods beginning after December 31, 2024.

The Company adopted the ASU during the fiscal year ended December 31, 2024 and the related disclosure requirements are included in Note 10, “Segment Information.”

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

1 unchanged sentence

The ASU is effective for the Company for the fiscal year ending December 31, 2025.

The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures.

The Company does not anticipate adoption to have a material impact on its consolidated financial statements and related disclosures.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company adopted the ASU prospectively during the fiscal year ended December 31, 2025 and the related disclosure requirements are noted in Note 6, “Income Taxes.”

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

1 unchanged sentence

The ASU is effective for the Company for the fiscal year ending December 31, 2027 and for interim periods beginning after December 31, 2027.

The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures.

The Company does not anticipate adoption to have a material impact on its consolidated financial statements and related disclosures.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Fair Value Measurements

8 unchanged sentences

Commercial paper 15,321 1 ( 1 ) 15,321 10,379 4,942 —

Corporate debt securities 1,668 1 — 1,669 — 1,669 —

Agency securities

11 unchanged sentences

Commercial paper 30,881 3 ( 6 ) 30,878 26,924 3,954 —

Corporate debt securities 6,950 — ( 37 ) 6,913 — 6,913 —

Agency securities

4 unchanged sentences

Long-term investments have a contractual maturity date that is more than one year, but less than two years from the respective balance sheet date.

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2024 and December 31, 2023 are as follows:

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

(in thousands) Securities in Unrealized Loss Position Less than 12 months Securities in Unrealized Loss Position Greater than 12 months Total

December 31, 2024

Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value

treasury securities $ 111 $ 25,804 $ — $ — $ 111 $ 25,804

Commercial paper 6 28,895 — — 6 28,895

Agency securities

176 32,873 1 5,000 177 37,873

Total $ 293 $ 87,572 $ 1 $ 5,000 $ 294 $ 92,572

(in thousands) Securities in Unrealized Loss Position Less than 12 months Securities in Unrealized Loss Position Greater than 12 months Total

3 unchanged sentences

Commercial paper ( 1 ) 8,389 — — ( 1 ) 8,389

Corporate debt securities 37 6,913 — — 37 6,913

Agency securities

15 unchanged sentences

Construction in progress 1,807 1,186

11,578 10,610

Accumulated depreciation ( 8,121 ) ( 6,534 )

1 unchanged sentence

The Company recorded $ 1.7 million and $ 2.0 million of depreciation expense for the years ended December 31, 2025 and 2024, respectively, which was primarily allocated to research and development expense.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Accrued Expenses and Other Liabilities

2 unchanged sentences

Employee compensation $ 2,514 $ 1,343

Accrued research and development 468 731

Accrued professional and consulting fees

Accrued research and development

Other 183 518

Total $ 3,177 $ 2,548

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Cash, Cash Equivalents and Restricted Cash

2 unchanged sentences

Cash and cash equivalents $ 12,388 $ 27,646

Restricted cash included in other long-term assets

Restricted cash included in other long-term assets (Note 8)

Total $ 13,390 $ 28,648

Other long-term assets consisted of $ 1.0 million of restricted cash and $ 0.2 million of deposits as of December 31, 2024 and December 31, 2023.

Other long-term assets consisted of $ 1.0 million of restricted cash and $ 0.2 million of deposits as of December 31, 2025 and 2024.

There were 126,469,610 shares issued and outstanding as of December 31, 2025.

9 unchanged sentences

The difference between the tax at the statutory federal tax rate and no tax provision recorded by the Company is primarily due to the Company’s full valuation allowance against its deferred tax assets.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax provision is approximately as follows:

(in thousands) Year Ended December 31, 2024 Year Ended December 31, 2023

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax amount to the effective income tax amount for the year ended December 31, 2024:

(in thousands) Year Ended December 31, 2024

Federal income tax at statutory rate $ ( 14,864 )

3 unchanged sentences

Valuation allowance change 20,167

Total $ — $ —

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax amount and rate to our effective amount and rate for the year ended December 31, 2025:

Year Ended December 31, 2025

(in thousands)

At US Federal Statutory Tax Rate

$ ( 12,390 ) 21.0 %

State Income Taxes, net of Federal Effect — — %

Change in Valuation Allowance 11,826 ( 20.0 ) %

Nontaxable or Nondeductible Items

Equity Compensation

652 ( 1.1 ) %

Other Nondeductible Items

( 139 ) 0.2 %

Changes in Unrecognized Tax Benefits

The "One Big Beautiful Bill Act" (OBBBA) enacted on July 4, 2025, introduced notable changes to the U.S.

Internal Revenue Code, including immediate expensing of domestic Section 174 costs.

Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique.

As previously required under the Tax Cuts and Jobs Act, the Company capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024.

With the enactment of OBBBA, the Company began deducting domestic Section 174 costs in 2025.

As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 0.5 million that begin to expire in 2037 and federal net operating loss carryforwards of $ 203.2 million that arose after the 2017 tax year that will carryforward indefinitely and will be subject to the 80% of taxable income limitation.

8 unchanged sentences

Management reevaluates the positive and negative evidence at each reporting period.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

14 unchanged sentences

Right-of-use assets ( 7,421 ) ( 7,563 )

Unrealized loss on investment

Net deferred tax assets (liability) $ — $ —

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company began to file income tax returns in the United States in 2017.

2 unchanged sentences

The valuation allowance increased by $ 15.0 million in 2025 and increased by $ 20.2 million in 2024, which was primarily due to changes in our deferred tax asset balances.

The increases in the valuation allowance in 2024 and 2023 was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and stock-based compensation.

The increases in the valuation allowance in 2025 and 2024 was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and stock-based compensation expense.

As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the "change in valuation allowance" line of the rate reconciliation.

The following table presents a reconciliation of the total change in the valuation allowance (in thousands):

Year Ended December 31,

(in thousands) 2025 2024

Beginning balance $ ( 78,381 ) $ ( 58,215 )

Change charged to income tax expense

( 15,082 ) ( 20,166 )

Change charge to OCI

Ending balance $ ( 93,398 ) $ ( 78,381 )

The Company had an unrecognized tax benefit balance of $ 3.2 million and $ 3.1 million related to research and development credits and California net operating loss carryforward as of December 31, 2025 and 2024, respectively.

No amount of unrecognized tax benefits as of December 31, 2025, if recognized, would reduce the Company’s effective tax rate because the benefits would be in the form of tax credit carryforwards, which would be reduced to $ 0 by a full valuation allowance.

There are no provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

Because the statute of limitations does not expire until after the net operating loss and credit carryforwards are actually used, the statutes are still open on calendars years ending 2017 forward for federal and state purposes.

Because the statute of limitations does not expire until after the net operating loss

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

and credit carryforwards are actually used, the statutes are still open on calendars years ending 2017 forward for federal and state purposes.

A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, excluding potential interest and penalties, is as follows:

2 unchanged sentences

Increase based on current year tax positions 484 838

Increase (decrease) for prior year tax positions

Decrease for prior year tax positions

( 421 ) ( 57 )

Ending balance $ 3,209 $ 3,146

12 unchanged sentences

Participation ends automatically upon termination of employment with the Company.

The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year, in an amount equal to the least of (i)

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

3,734,500 shares of common stock, (ii) a number of s hares of common stock equal to one percent ( 1 %) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.

The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 3,734,500 shares of common stock, (ii) a number of s hares of common stock equal to one percent ( 1 %) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.

2021 Equity Incentive Plan

2 unchanged sentences

The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 18,672,200 shares, (ii) a number of shares equal to five percent ( 5 %) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

2017 Equity Incentive Plan

23 unchanged sentences

Treasury notes with maturities corresponding to the expected term of the awards.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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

13 unchanged sentences

As of December 31, 2025, there was $ 7.7 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.2 years.

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 1.3 million and $ 0.1 million, respectively.

The total intrinsic value of options exercised during the

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

years ended December 31, 2025 and 2024 was $ 0.1 million and $ 1.3 million, respectively.

Aggregate intrinsic value represents the difference between the fair market value of the common stock and the exercise price of outstanding, in-the-money options.

12 unchanged sentences

Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business.

The Company may record accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated.

Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions.

The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate;

scientific and legal discovery has not commenced or is not complete;

proceedings are in early stages;

matters present legal uncertainties;

there are significant facts in dispute;

procedural or jurisdictional issues.

Loss contingency accruals would be included in accrued and other liabilities and general and administrative expenses.

District Court Proceedings

2 unchanged sentences

This suit sought declaratory judgment that Nautilus does not infringe any claims of US Patent No.

7,842,793 related to DNA origami structures (the ‘793 Patent), which Somalogic had allegedly licensed from the California Institute of Technology through its purchase of Palamedrix,

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

7,842,793 related to DNA origami structures (the ‘793 Patent), which Somalogic had allegedly licensed from the California Institute of Technology through its purchase of Palamedrix, Inc.

On November 19, 2024, the Company, Standard Biotools, Inc., and the California Institute of Technology agreed to dismiss the suit and settle any and all disputes and/or claims related to the suit.

1 unchanged sentence

This space includes operating leases in Seattle, Washington, San Carlos, California, and San Diego, California.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Seattle Lease

4 unchanged sentences

In December 2021, the Company entered into another lease in San Carlos, California for nine years commencing in March 2023.

The Company can terminate this lease after five years from the commencement date without bearing any significant termination penalties and therefore the Company concluded that the lease term is five years with total minimum lease payments of $ 7.2 million.

The lease provided the Company the option to terminate the agreement without significant penalty after five years from the commencement date.

At lease commencement, the Company concluded it was reasonably certain to exercise the early termination option and determined that the lease term was five years with total minimum lease payments of $ 7.2 million.

The Company utilized $ 2.0 million from the landlord with an interest rate of 7 % to finance its tenant improvements.

The principal and interest payments are included in the payments used to measure the lease liability.

In December 2025, the Company revised expectations regarding future space requirements and concluded it was no longer reasonably certain the Company will exercise the early termination option.

Based on this determination, the Company remeasured the lease to reflect an updated remaining lease term through October 2031, resulting in an increase to the lease liability and corresponding operating lease right-of-use (“ROU”) asset of approximately $ 4.2 million as of the remeasurement date.

The revised measurement reflects the present value of the remaining fixed lease payments discounted using the Company’s updated incremental borrowing rate.

No other significant assumptions were modified as part of the remeasurement.

San Diego Lease

6 unchanged sentences

Total lease costs $ 10,635 $ 10,137

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

For the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $ 7.2 million and $ 7.0 million, respectively.

As of December 31, 2025, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 5.6 years and 9.0 %, respectively.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2025:

5 unchanged sentences

Total operating lease liabilities $ 30,019

The Company has $ 1.0 million in cash-collateralized letters of credit with one financial institution in lieu of security deposits in connection with the San Carlos and San Diego lease agreement.

Indemnification Agreements

24 unchanged sentences

The Company’s Chief Executive Officer is its CODM.

The Company’s CODM uses GAAP net loss in assessing operating decisions, allocating resources and evaluating financial performance.

The Company’s CODM uses consolidated net loss in assessing operating decisions, allocating resources and evaluating financial performance.

Consolidated net loss is used to monitor budget versus actual results.

The Company identified the following significant segment expenses for its single reportable segment:

7 unchanged sentences

Other segment items (1)

Total Segment Expenses 81,476 76,152

Total operating expenses 66,837 81,476

Reconciliation to net loss:

5 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data