What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-17 · 830 added, 582 removed, 856 unchanged (62% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2024, due to the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.

December 31, 2025.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Previously Identified Material Weaknesses

In the section titled “Part II, Item 9A.

Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 6, 2023, we identified four material weaknesses in our internal control over financial reporting relating to the operating effectiveness of our internal controls associated with:

(i) the accounting for inventory, including excess and obsolescence reserves (the “Inventory MW”), (ii) the accounting for salaries and commissions expense (the “Compensation MW”), (iii) the financial statement close process, including financial reporting, share-based compensation and non-recurring transactions such as impairment of assets and accounting for leases (the “Financial Statement Close Process MW”), and (iv) the accounting for property and equipment, net (the “Property and Equipment MW”).

In our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the SEC on February 29, 2024 (the “2023 Original Report”), our management concluded that the Financial Statement Close Process MW and Compensation MW were remediated as of December 31, 2023.

Our management also concluded that control deficiencies for to a portion of the Inventory MW related to the valuation of our inventory, including excess and obsolescence reserves, (“the Inventory Valuation MW”) and the Property and Equipment MW continued to constitute material weaknesses in our internal control over financial reporting.

Subsequent to the filing of the 2023 Original Report, in the section titled “Part II, Item 9A.

Controls and Procedures” of Amendment No.

1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, as filed with the SEC on December 26, 2024 (the “Amended Annual Report on Form 10-K/A”), our management concluded that the restatement of our previously issued financial statements in the Amended Annual Report on Form 10-K/A was a result of a newly identified design deficiency associated with the Inventory Valuation MW, related to the Company's internal controls over the capitalization of labor and overhead costs.

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Under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "2013 Framework").

Based on our evaluation under the 2013 Framework, management concluded that our internal control over financing reporting was effective as of December 31, 2025.

The foregoing evaluation excludes our acquisition of Akoya Biosciences, Inc.

("Akoya") on July 8, 2025 (refer to Note 3 - Acquisitions in the Notes to Consolidated Financial Statements).

The acquisition of Akoya was accounted for as a business combination and Akoya's operating results have been included in our Consolidated Financial Statements since the acquisition date.

In accordance with guidance from the staff of the SEC, companies are permitted to exclude acquisitions from their evaluation of internal control over financial reporting for the first year after an acquisition.

Akoya represented approximately 43% of the Company's total assets, excluding the preliminary value of goodwill, and 24% of the Company's total revenues as of and for the year ended December 31, 2025.

The Company’s independent registered public accounting firm, KPMG LLP, has also issued an audit report on the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.

Remediation of Previously Identified Material Weaknesses

During 2024, we took a number of actions designed to improve our internal control over financial reporting and in furtherance of remediating the Inventory Valuation MW and Property and Equipment MW.

We incurred expenses of approximately $5.7 million to remediate these material weaknesses.

Based on our efforts and after demonstrating the operating effectiveness of the related internal controls for a sufficient period of time, management has concluded that the Property and Equipment MW was remediated as of December 31, 2024.

Evaluation of Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

Based on our evaluation under the 2013 Framework, management concluded that our internal control over financing reporting was not effective at the reasonable assurance level as of December 31, 2024 due to the material weaknesses described below:

• Management concluded the Inventory Valuation MW continued to exist in light of the restatement of our previously issued financial statements included in our Amended Annual Report on Form 10-K/A, and the lack of time available to implement remediation efforts covering both the design and operating effectiveness over the identified control deficiencies.

• Management identified a material weakness in the operating effectiveness of our internal controls associated with the accounting for Accelerator Laboratory revenue, a component of our service and other revenue (the “Accelerator Revenue MW”).

The primary cause of the Accelerator Revenue MW was our reliance on manual controls and processes, including insufficient documentation of reviews of the information used to record Accelerator Laboratory revenue.

Nevertheless, based on a number of factors, including the performance of additional procedures by our management designed to ensure the reliability of our financial reporting, we believe that the Consolidated Financial Statements and Notes to Consolidated Financial Statements in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods, presented, in conformity with U.S.

If not remediated, or if we identify further material weaknesses in our internal control, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our consolidated financial statements or a failure to meet our reporting and financial obligations.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has also issued an audit report on the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.

Remediation Efforts

Our management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the control deficiencies that resulted in the Inventory Valuation MW and the Accelerator Revenue MW described above by implementing changes to our internal control over financial reporting.

Our remediation activities undertaken to date and additional planned actions include, but are not limited to, the efforts summarized below:

• we have hired a Vice President, SOX Transformation and have begun hiring an internal SOX Transformation team to:

◦ oversee the remediation of our material weaknesses and drive further improvements across our internal controls;

◦ continue evaluating and designing effective and scalable internal controls and to strengthen the documentation of our existing controls;

◦ establish new internal controls evaluating the accounting for inventory and enhance inventory valuation review procedures;

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◦ enhance and expand our existing revenue recognition control procedures and attributes to sufficiently document our assessment of, and reviews over, information used to record Accelerator Laboratory revenue;

◦ provide trainings on a regular basis related to internal control over financial reporting for all control owners;

◦ identify opportunities to enhance our use of our systems through automating certain controls and processes.

• we have engaged accounting advisory consultants to implement new software solutions to automate key manual inventory valuation processes and outputs;

• we have implemented a new analysis of labor and overhead cost capitalization, including related controls;

• we continue to implement additional compensating controls and will continue to do so throughout the remainder of fiscal year 2025;

• we continue to execute controls that we worked to improve during fiscal year 2024 that did not have a sufficient period of time to demonstrate operating effectiveness as of December 31, 2024;

• we continue to evaluate, enhance, and add personnel in the finance organization with a focus on the requisite experience in the areas of accounting, SEC financial reporting, and internal control compliance;

• we continue to supplement our team with accounting consultants to provide additional depth and breadth in our period end closes, financial reporting capabilities, and internal controls compliance until we have filled key additions or vacancies on our team with qualified personnel for a sufficient period of overlap to ensure successful transition of responsibilities.

We expect to continue our efforts to remediate the Inventory Valuation MW and Accelerator Revenue MW through fiscal year 2025.

We believe that the implementation of the above steps will allow us to address the deficient controls within our internal control environment, which will facilitate the remediation of the Inventory Valuation MW and Accelerator Revenue MW.

As we continue to evaluate and work to improve our internal control over financial reporting, we will take additional measures to address control deficiencies and we may modify certain of the remediation measures described above.

Following our design and implementation of our remediation efforts, we will need to demonstrate their operating effectiveness.

We will not be able to consider the Inventory Valuation MW or the Accelerator Revenue MW remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our controls are operating effectively.

In preparing our financial statements in connection with our Annual Report on Form 10-K for the year ended December 31, 2024 and continuing through the nine months ended September 30, 2025, we previously identified and disclosed material weaknesses in our internal controls associated with the valuation of inventory, including excess and obsolescence reserves and the capitalization of labor and overhead costs and the accounting for Accelerator Laboratory revenue, a component of our service and other revenue.

Following the identification of the material weaknesses, and with the oversight of our audit committee, we commenced remediation efforts which continued during fiscal 2025 to address the material weaknesses and enhance our control environment, including our internal control over financial reporting.

Our remediation efforts included:

• hiring a Vice President, SOX Transformation and personnel for our internal SOX Transformation team.

◦ oversaw the remediation of our material weaknesses and improvements across our internal controls;

◦ evaluated and designed effective and scalable internal controls, and strengthened the documentation of our existing controls;

◦ established new internal controls evaluating the accounting for inventory and enhanced inventory valuation review procedures;

◦ enhanced and expanded our existing revenue recognition control procedures and attributes to sufficiently document our assessment of, and reviews over, information used to record Accelerator Laboratory revenue;

◦ provided trainings on a regular basis related to internal control over financial reporting for all control owners.

• implementing new software solutions to automate key manual inventory valuation processes and outputs;

• designing and implementing new controls;

• bringing additional internal systems into the scope of our internal control environment to reduce reliance on manual processes and controls;

• continued execution of controls that we worked to improve during fiscal year 2024 that did not have a sufficient period of time to demonstrate operating effectiveness as of December 31, 2024, including the analysis of labor and overhead cost capitalization and related controls implemented in the fourth quarter of 2024;

• evaluating, enhancing, and adding personnel in the finance organization with a focus on the requisite experience in the areas of accounting, SEC financial reporting, and internal control compliance.

Based on these remediation actions, as well as testing the operating effectiveness of the applicable financial reporting controls over a sustained period of financial reporting cycles, we have concluded that all previously reported material weaknesses have been effectively remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the changes outlined related to the remediation of the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Quanterix Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Quanterix Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Quanterix Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses in controls related to the valuation of inventory, including excess and obsolescence reserves and the capitalization of labor and overhead costs, and the accounting for Accelerator Laboratory revenue.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 17, 2025

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OTHER INFORMATION

3 unchanged sentences

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

7 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is Ernst & Young LLP, New York, NY, (PCAOB ID 42).

Our independent registered public accounting firm is KPMG LLP, New York, NY, (PCAOB ID 185).

The other information required by this Item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

8-K 12/17/2024 001-38319

Agreement and Plan of Merger, dated January 9, 2025, by and among the Registrant, Wellfleet Merger Sub, Inc., and Akoya Biosciences, Inc.

A mended and Restated Agreement and Plan of Merger, dated M arch 28 , 2025, by and among the Registrant, Wellfleet Merger Sub, Inc., and Akoya Biosciences, Inc.

4/29/2025 001-38319

2 unchanged sentences

3.2 Restated Bylaws

10-Q 8/8/2023 001-38319

10/2/2025 001-38319

4.1 Description of Securities

12 unchanged sentences

S-1/A 11/27/2017 333-221475

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Exhibit Number Exhibit Description Filed

8 unchanged sentences

10-K 2/29/2024 001-30319

A koya Biosciences, Inc.

2021 Equity Incentive Plan and form of stock option agreement ther eunder

4/12/2021 333-254760

A koya Bio sciences, Inc.

Form of I n demnification Agreement

12/13/2024 001-40344

A mended and Restated 2025 I nducement Plan

1/15/2026 333-292362

F orm of Stock Option Agreement under the 2025 Inducement Plan

12/22/2025 333-292362

F orm of Restricted Stock Unit Agreement under the 2025 Inducement Plan

12/22/2025 333-292362

Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram

8 unchanged sentences

8-K 4/12/2024 001-38319

S eparation Agreement by and between the Company and Masou d Toloue

1/8/2026 001-38319

E mployment Agreement by and between the Company and William Donnelly

E mployment Agreement by and between the Company and Everett Cunningham

1/8/2026 001-38319

Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule Filing Date SEC File/

Exclusive License Agreement, dated June 18, 2007, between the Registrant and Tufts University, as amended on April 29, 2013

10 unchanged sentences

S-1 11/9/2017 333-221475

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First Amendment to STRATEC Development Services and Equity Participation Agreement and Second Amendment to Supply and Manufacturing Agreement, dated November 18, 2016, between the Registrant and STRATEC Biomedical AG

S-1 11/9/2017 333-221475

T hir d Amendment to Supply and Manufacturing Agreement, entered into on June 17, 2025 and effective as of January 1, 2025 between the Registrant and S TRATEC SE

8/7/2025 001-38319

Manufacturing Services Agreement, dated November 23, 2016, between the Registrant and Paramit Corporation

S-1 11/9/2017 333-221475

Exclusivity (Equity) Agreement, dated November 17, 2015, by and between Akoya Biosciences, Inc.

and The Board of Trustees of the Leland Stanford Junior University

S-1 3/26/2021 333-254760

Amendment No.

1 to the License Agreement, dated November 18, 2016, by and between Akoya Biosciences, Inc.

and the Board of Trustees of the Leland Stanford Junior University

S-1 3/26/2021 333-254760

Manufacturing Agreement, dated July 17, 2019 between Akoya Biosciences, Inc.

and Columbia Electrical Contractors, Inc.

Exhibit Number Exhibit Description Filed

2 unchanged sentences

Form or Schedule Filing Date SEC File/

10.7.2* First Amendment to STRATEC Development Services and Equity Participation Agreement and Second Amendment to Supply and Manufacturing Agreement, dated November 18, 2016, between the Registrant and STRATEC Biomedical AG

License and Royalty Agreement, dated September 28, 20 1 8, by and among Akoya Biosciences, Inc., PerkinElmer Health Services, Inc., Cambridge Research and Instrumentation, Inc., and VisEn Medical Inc.

S-1 3/26/2021 333-254760

10.8* Manufacturing Services Agreement, dated November 23, 2016, between the Registrant and Paramit Corporation

Exclusive Patent License Agreement, dated June 26, 2018, by and between Akoya Biosciences, Inc.

and the University of Washington

S-1 3/26/2021 333-254760

10.20 Cooperation Agreement, by and between Quanterix Corporation, Kent Lake PR LLC and Kent Lake Partners LP, dated August 4, 2025

8-K 8/4/2024 001-38319

Form of Indemnification Agreement

5 unchanged sentences

Amended and Restated Non-Employee Director Compensation Policy

Voting and Support Agreement, dated January 9, 2025, by and among the Registrant and certain stockholders of Akoya Biosciences, Inc.

Voting and Support Agreement, dated A pril 28 , 2025, by and among the Registrant and certain stockholders of Akoya Biosciences, Inc.

named therein.

4/29/2025 001-38319

19.1 Q uanterix Insider Trading Policy

C onsent and Waiver under the Voting and Support Agreement, dated April 28, 2025, by and among the Registrant and certain stockholders of Akoya Bio sciences, I nc.

named therein

4/29/2025 001-38319

Securities Purchase Agreement between the Registrant and Akoya Biosciences, Inc.

dated April 2, 2025

8-K 4/4/2025 001-38319

Amendment No.

1, dated April 28, 2025, to the Securities Purchase Agreement between the Registrant and Akoya Biosciences, Inc.

dated April 2, 2025

8-K 4/29/2025 001-38319

19.1 Quanterix Insider Trading Policy

21.1 Subsidiaries of Registrant

S-4 2/14/2025 333-284932

23.1 Consent of Ernst & Young LLP

23.1 Consent of KPMG LLP

23.2 C onsent of E rn st & Y oung LLP

Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule Filing Date SEC File/

31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

101.SCH Inline XBRL Taxonomy Extension Schema Document X

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Exhibit Number Exhibit Description Filed

Herewith Incorporated by

Reference herein from

Form or Schedule Filing Date SEC File/

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

13 unchanged sentences

Not applicable.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

March 2, 2026

/s/ MASOUD TOLOUE, PH.D.

Masoud Toloue, Ph.

/s/ EVERETT CUNNINGHAM

Everett Cunningham

President and Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ MASOUD TOLOUE, PH.D.

President and Chief Executive Officer and Director (Principal Executive Officer) March 17, 2025

Masoud Toloue, Ph.D.

/s/ VANDANA SRIRAM Chief Financial Officer March 17, 2025

Vandana Sriram (Principal Financial Officer and Principal Accounting Officer)

/s/ MARTIN D.

MADAUS, PH.D.

Chairman March 17, 2025

Madaus, Ph.D.

/s/ EVERETT CUNNINGHAM President and Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026

Everett Cunningham

/s/ VANDANA SRIRAM Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 2, 2026

Vandana Sriram

/s/ WILLIAM DONNELLY

Director March 17, 2025

Director and Chairman of the Board

March 2, 2026

William Donnelly

/s/ JEFFREY T.

Director March 17, 2025

Lead Independent Director

March 2, 2026

FLYNN Director March 2, 2026

HLAVINKA Director March 17, 2025

/s/ GARRET HAMPTON, Ph.D.

Director March 2, 2026

Garret Hampton, Ph.D.

/s/ MYLA LAI-GOLDMAN M.D.

Director March 2, 2026

Myla Lai-Goldman M.D.

/s/ IVANA MAGOVČEVIĆ-LIEBISCH, PH.D., J.D.

1 unchanged sentence

Ivana Magovčević-Liebisch, Ph.D., J.D.

/s/ SCOTT MENDEL

Director March 2, 2026

March 17, 2025

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/s/ ALAN SACHS, M.D., Ph.D.

Director March 2, 2026

Alan Sachs, M.D., Ph.D.

QUANTERIX CORPORATION

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024 , 2023 , and 2022

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 , 2023 , and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 , 2023 , and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024 , 2023 , and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Quanterix Corporation

To the Stockholders and the Board of Directors

Quanterix Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheet of Quanterix Corporation and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes collectively, the consolidated financial statements.

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Akoya Biosciences, Inc.

during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Akoya Biosciences, Inc.’s internal control over financial reporting associated with 43% of total assets, excluding the preliminary value of goodwill and 24% of the total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Akoya Biosciences, Inc.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

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

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recoverability of an asset group

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company reviews its long-lived assets to evaluate whether events or circumstances have occurred that indicate that the carrying amount of such assets may not be fully recoverable or that the estimated remaining useful lives (or estimated remaining lease term) may warrant revision.

To assess the recoverability of a long-lived asset or asset group, the Company compares the estimated undiscounted future cash flows for the estimated remaining useful life, or estimated lease term, of the asset (or the primary asset in the asset group) to its carrying value.

As of December 31, 2025, long-lived assets included property and equipment, net, definite lived intangible assets, net, and operating lease right-of-use assets of $23.7 million, $112.5 million, and $16.6 million, respectively.

We identified the assessment of the recoverability of an asset group as a critical audit matter.

Subjective and challenging auditor judgment, including the use of specialized skills and knowledge, was required to assess the accounting analysis and measurement of the asset disposal value used in the undiscounted cash flows associated with the asset group.

Changes in the asset disposal value could have had a significant effect on the Company's assessment of the recoverability of the asset group.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control over the accounting analysis and measurement of the disposal value of the asset group.

We assessed the reasonableness of the Company’s accounting analysis of the asset disposal value used in the undiscounted cash flows associated with the asset group by evaluating the relevant accounting literature.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the measurement of the asset group’s disposal value used in the undiscounted future cash flows by comparing it to a range of disposal values that were independently developed using publicly available market data for comparable companies.

Acquisition-date fair value of the Akoya developed technology intangible asset

As discussed in Notes 3 and 4 to the consolidated financial statements, the Company acquired Akoya Biosciences, Inc.

(Akoya) in July 2025, for total consideration of $151.0 million.

The transaction was accounted for using the acquisition method of accounting with acquired assets and liabilities, including identifiable intangible assets, recorded at their estimated fair values as of the acquisition date.

Identifiable intangible assets included developed technology for which the Company estimated the acquisition-date fair value using a multi-period excess earnings valuation methodology.

The acquisition-date fair value of the developed technology intangible asset recorded by the Company was $99.6 million.

We identified the assessment of the acquisition-date fair value of the developed technology intangible asset acquired in the Akoya acquisition as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used to estimate the acquisition-date fair value of the developed technology intangible asset.

Specifically, there was subjectivity in evaluating the projected revenues in certain future periods, and the evaluation of the discount rate required specialized skills and knowledge.

Changes to these assumptions could have had a significant effect on the Company’s determination of the acquisition-date fair value of the developed technology intangible asset.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the acquisition-date fair value of the developed technology intangible asset.

This included controls related to the determination of projected revenues in certain future periods and discount rate assumptions used to develop the estimate.

We performed sensitivity analyses over projected revenues in certain future periods to assess the impact of changes in those assumptions on the Company’s determination of the acquisition-date fair value of the developed technology intangible asset.

We evaluated the reasonableness of projected revenues in certain future periods by comparing them to Akoya’s historical results, industry related third-party data, and revenue trends of comparable companies.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the discount rate used by the Company by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies

• assessing the acquisition-date fair value of the developed technology intangible asset using the Company’s cash flow forecasts and our independently developed discount rate range and comparing the result to the Company’s acquisition-date fair value.

We have served as the Company’s auditor since 2025.

Boston, Massachusetts

March 2, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Quanterix Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Quanterix Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Quanterix Corporation (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 17, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the 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 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 a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

Table of Cont ents

Excess and Obsolete Inventory

Description of the Matter As of December 31, 2024, the Company had recognized inventory of $32.8 million.

As discussed in Note 2 to the consolidated financial statements, the Company analyzes its inventory levels at each reporting date to identify slow moving, excess or obsolete inventory and inventory expected to expire prior to being sold.

In the event that the Company identifies adverse conditions, the carrying value of the inventory is reduced to its estimated net realizable value.

Auditing the Company’s valuation of inventory involved judgement in evaluating management’s analysis and significant assumptions related to projections of future demand which is dependent on market factors.

How We Addressed the Matter in Our Audit To audit the Company’s valuation of inventory, we performed audit procedures that included, among others, performing inquiries of management and testing the completeness and accuracy of the underlying data used supporting the Company’s estimate of future demand.

To evaluate the Company’s estimate of future demand, we independently assessed the sensitivity and impact of reasonably possible changes in forecasted demand and the impact on the Company’s calculation of excess inventory.

We evaluated inventory levels compared to forecasted demand, historical sales and specific product considerations.

We performed inquiries with certain non-financial personnel, including supply chain employees, regarding obsolete or discontinued inventory items, expectations for demand relative to historical activity and expected expiration dates, as well as obtained supporting evidence to evaluate management's assertions regarding qualitative judgments about discontinued, slow moving and obsolete inventories.

We also evaluated management's ability to accurately forecast demand by comparing actual inventory usage to management's prior estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2008.

We served as the Company’s auditor from 2008 to 2025.

Boston, Massachusetts

March 17, 2025

Table of Cont ents

QUANTERIX CORPORATION

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Intangible assets, net 131,787 4,031

Goodwill 26,376 —

Operating lease right-of-use assets 16,664 16,339

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Operating lease liabilities, net of current portion 29,323 32,615

Non-current portion of contingent liabilities 5,024 —

Other non-current liabilities 8,097 800

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The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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Interest income 8,567 14,655 15,839

Change in fair value of contingent liabilities 4,547 — —

Other income (expense), net 157 ( 136 ) 2,517

Loss before income taxes ( 112,271 ) ( 38,097 ) ( 27,635 )

Income tax expense ( 434 ) ( 719 ) ( 164 )

Income tax benefit (expense) 5,121 ( 434 ) ( 719 )

Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 )

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The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 )

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Unrealized gains (losses) on marketable securities ( 25 ) ( 219 ) 325

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The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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Stock-based compensation expense — — 16,823 — — 16,823

Unrealized gains on marketable securities, net of tax — — — 325 — 325

Foreign currency translation — — — 541 — 541

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Stock-based compensation expense — — 19,987 — — 19,987

Unrealized gains on marketable securities, net of tax — — — 325 — 325

Unrealized losses on marketable securities, net of tax — — — ( 219 ) — ( 219 )

Foreign currency translation — — — ( 1,189 ) — ( 1,189 )

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Issuance of common stock under stock plans, including tax effects 684 1 ( 134 ) — — ( 133 )

Common stock issued as consideration in business combinations, net of tax 7,487 7 49,893 — — 49,900

Stock-based compensation expense — — 20,718 — — 20,718

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The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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Depreciation and amortization expense 15,844 6,463 6,275

Credit losses (gains) on accounts receivable 588 336 ( 301 )

Credit losses on accounts receivable 628 588 336

Accretion of marketable securities ( 2,078 ) ( 6,833 ) ( 1,964 )

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Impairment 7,752 — 1,361

Change in fair value of contingent liabilities ( 4,547 ) — —

Recognition of off-market liability ( 2,726 ) — —

Deferred taxes ( 5,867 ) ( 290 ) ( 290 )

Other operating activity ( 540 ) 345 140

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Accrued compensation and benefits, accrued expenses, and other current liabilities ( 7,914 ) 1,398 4,410

Deferred revenue ( 794 ) 635 2,599

Operating lease liabilities ( 4,075 ) ( 2,645 ) ( 266 )

Other non-current liabilities 3 ( 53 ) 10

Net change in other operating assets and liabilities ( 12,324 ) ( 4,866 ) ( 2,063 )

Net cash used in operating activities ( 77,236 ) ( 35,164 ) ( 18,849 )

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Purchases of marketable debt securities ( 69,757 ) ( 295,606 ) ( 175,613 )

Proceeds from maturities of marketable securities 216,709 31,000 —

Proceeds from sales and maturities of marketable securities 215,829 216,709 31,000

Purchases of property and equipment ( 2,612 ) ( 3,368 ) ( 3,841 )

Proceeds from RADx grant on assets purchased — — 520

Net cash used in investing activities ( 82,265 ) ( 148,454 ) ( 11,094 )

Acquisitions, net of cash acquired ( 93,229 ) — —

Net cash provided by (used in) investing activities 50,231 ( 82,265 ) ( 148,454 )

Cash flows from financing activities:

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Payments for employee taxes withheld on stock-based compensation awards ( 1,446 ) ( 2,610 ) ( 198 )

Net cash provided by financing activities 456 2,691 2,311

Net cash provided by (used in) financing activities ( 708 ) 456 2,691

Net decrease in cash, cash equivalents, and restricted cash ( 27,713 ) ( 116,973 ) ( 164,612 )

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Supplemental disclosure of cash flow information:

Cash paid for taxes $ 875 $ 808 $ 684

Common stock issued in exchange for acquisition of Akoya (Note 3)

$ 49,900 $ — $ —

Purchases of property and equipment in accounts payable and accruals $ 121 $ 1,230 $ 419

Operating lease right-of-use assets obtained in exchange for lease liabilities $ — $ — $ 22,494

Non-cash consideration received under product sales agreement (Note 3, 6) $ — $ 775 $ —

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Cont ents

QUANTERIX CORPORATION

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Organization and Nature of Business

Quanterix Corporation (“Quanterix” or the “Company”) is a life sciences company that has developed next-generation, ultra-sensitive digital immunoassay platforms that advance life sciences research and diagnostics.

The Company’s platforms are based on its proprietary digital “Simoa” detection technology and enable customers to reliably detect protein biomarkers in ultra- low concentrations in blood, serum, and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies.

The ability of the Company’s Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention.

The Company also provides contract research services for customers and Laboratory Developed Test (“LDT”) services through its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified Accelerator Laboratory (the “Accelerator Laboratory”).

The Accelerator Laboratory provides customers with access to Simoa technology and its Lucent Diagnostics clinical testing services and supports multiple projects and services, including sample testing, homebrew assay development, custom assay development, and blood-based biomarker testing.

Quanterix Corporation ("Quanterix" or the "Company") is a life sciences company transforming healthcare innovation by accelerating biomarker breakthroughs from discovery to diagnostics using its ultra-sensitive translational research and spatial biology instruments, consumables, and services.

The Company continues to invest in pushing a paradigm shift in healthcare from an emphasis on later-stage treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention.

Quanterix's proprietary digital "Simoa" detection technology enables customers to reliably detect protein biomarkers at ultra-low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies.

Multi-plexing biomarker analysis in tissue samples with the Company's "Spatial Biology" platforms enables scientists to understand the localized interactions occurring on the cellular level.

The Company believes its combination of technologies will enable scientists to help drive diagnostic innovation in the evolving healthcare landscape with data across the tissue to fluid continuum.

Currently, the ability of its Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to identify early-stage disease markers before symptoms appear.

The Company sells its proprietary instruments and related consumables worldwide to research laboratories, contract research organizations, academic institutions, and bio-pharmaceutical companies.

In addition, the Company provides contract research services and clinical laboratory testing services, including four Laboratory Developed Tests ("LDT"), using its proprietary technology through its Accelerator Laboratory, which is certified under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA") (the "Accelerator Laboratory").

The Company has recognized annual losses from operations since inception and has an accumulated deficit of $ 577.2 million as of December 31, 2025.

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during each fiscal year.

Such estimates include, but are not limited to, revenue recognition, valuation of inventory, leases, and valuation and impairment of long-lived assets.

The Company bases its estimates on historical experience, known trends, worldwide economic conditions, both general and specific to the life sciences industry, and other relevant factors it believes to be reasonable under the circumstances.

Such estimates include, but are not limited to, revenue recognition, valuation of inventory, valuation and impairment of goodwill, intangible and other long-lived assets, valuation of acquired assets and assumed liabilities from acquisitions, valuation of contingent liabilities, recoverability of deferred tax assets, and stock-based compensation expense.

reasonable under the circumstances.

On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known.

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All intercompany transactions have been eliminated in consolidation.

Table of Cont ents

The Company enters into relationships with, or has investments in, other entities that may be variable interest entities (“VIEs”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , the Company assesses the terms of non-marketable equity investments to determine if any meet the definition of a “VIE” and require consolidation into its Consolidated Financial Statements.

The Company’s analysis determines whether it has a controlling financial interest and also identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct activities of a VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

Refer to Note 20 - Variable Interest Entities for further discussion.

Business Combinations

The Company accounts for business combinations in accordance with the acquisition method of accounting under ASC 805 - Business Combinations ("ASC 805").

The acquisition method of accounting requires the Company to record the acquired assets and liabilities, including identifiable intangibles, at their estimated fair values as of the acquisition date, with any excess of the consideration transferred recorded to goodwill.

Goodwill is not amortized;

however it is required to be tested for impairment at least annually at the reporting unit level.

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within a measurement period (not to exceed a year from the date of acquisition), the Company records preliminary amounts.

During the measurement period, the Company adjusts the preliminary amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

The Company records these adjustments to the preliminary amounts with a corresponding offset to goodwill.

Any adjustments identified after the measurement period are recorded in the Consolidated Statements of Operations.

Acquired intangible assets consist of definite and indefinite-lived intangible assets, including developed technology, customer relationships, know-how, and in process research and development ("IPR&D").

Definite-lived intangible assets are amortized on a straight-line basis over each asset’s estimated useful life.

The Company accounts for IPR&D as an indefinite-lived intangible asset until the underlying project is completed.

Upon completion, the IPR&D asset is accounted for as a finite-lived intangible asset.

For customer contracts acquired in an acquisition, the Company reassesses them under ASC 606 - Revenue from Contracts with Customers ("ASC 606") as if it had originated the contract, including assessing differences from the Company’s revenue policies and estimates.

As part of this reassessment, under ASC 805, the Company elected the practical expedient to reflect the aggregate effect of all modifications that occurred before the acquisition date.

Differences from these reassessments, if any, are recorded as contract assets or deferred revenue.

Additionally, the Company assesses acquired customer contracts for off-market terms and records an additional asset or liability for favorable or unfavorable terms.

Off-market assets or liabilities are recorded at their estimated fair values as of the acquisition date based on the economic returns that could have been achieved by a market participant in a market transaction.

Refer to Note 3 - Acquisitions for discussion of the Company's 2025 acquisitions.

Foreign Currency

The functional currency of the Company’s subsidiaries is their respective local currencies.

The functional currency of the Company’s subsidiaries is generally their respective local currencies.

These subsidiary financial statements are translated into U.S.

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The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Consolidated Balance Sheets.

Foreign currency transaction gains (losses) are included in other income (expense), net on the Consolidated Statements of Operations.

Foreign exchange losses were $ 0.6 million, $ 0.2 million and $ 1.0 million during the years ended December 31, 2024, 2023.

and 2022, respectively.

Revenue from Contracts with Customers

The Company generates the majority of its revenues from contracts with customers and accounts for them pursuant to ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”).

The Company generates the majority of its revenues from contracts with customers and accounts for them pursuant to ASC 606.

Refer to the section titled "Grant Revenue" below for discussion the Company’s accounting policy for revenue generated from grant awards.

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(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(ii) identify the performance obligation(s) in the contract;

(iii) determine the transaction price, including variable consideration, if any;

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Additionally, the Company has elected the practical expedient under ASC 606 to account for shipping and handling as an activity to fulfill a promise to transfer a product, and therefore does not evaluate whether shipping and handling activities are promised services to its customers.

Table of Cont ents

Contracts that include rights to additional products or services that are exercisable at a customer’s discretion are generally considered options.

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The Company determines the transaction price of its contracts based on the amount of consideration it expects to be entitled to, which is generally equal to the contract amount.

In some cases, contracts contain variable consideration which primarily relates to (1) sales and usage-based royalties related to the license of intellectual property in collaboration and license contracts and (2) contracts with minimum purchase commitments.

In some cases, contracts contain variable consideration which primarily relates to (1) sales and usage-based royalties related to the license of intellectual property and (2) contracts with minimum purchase commitments.

For sales and usage-based royalties, ASC 606 provides an exception to estimating variable consideration.

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Product Revenue

The Company’s product revenues are composed of instruments, assay kits, replacement parts, and other consumables such as reagents and antibodies.

The Company’s product revenues are composed of instruments, assay kits, replacement parts, instrument installation fees, and other consumables such as reagents and antibodies.

Products are sold directly to customers and are also sold through distributors in EMEA and Asia Pacific regions.

Direct instrument sales include installation and an initial year service-type warranty.

The Company has determined that the instrument and installation are a combined performance obligation as the customer cannot benefit from the instrument without the installation.

The service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own (with such warranty recorded in services and other revenue on the Consolidated Statements of Operations).

The Company has determined that the instrument and installation are a combined performance obligation in cases where a customer has a contractual acceptance right that applies through the installation of the instrument.

The included service-type warranty is considered a separate performance obligation since a customer could

benefit from it independently with readily available resources and is capable of being sold on its own (with such warranty recorded in services and other revenue on the Consolidated Statements of Operations).

Sales of instruments to distributors include a license to import and resell the instruments.

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Instrument sales may also be bundled with assays and other consumables, training, and/or an extended service warranty, each of which is considered a separate performance obligation.

Product revenues for direct instrument sales to customers are recognized upon completion of the instrument’s installation.

For instrument sales to distributors, revenue is recognized based on the agreed upon shipping terms (either upon shipment or delivery) as that is when title passes to the customer.

Product revenues for direct instrument sales to customers are recognized when the related performance obligation(s) are satisfied (i.e.

when transfer of control of the instrument passes to the customer).

For direct instrument sales that require installation prior to contractual acceptance, the combined performance obligation is recognized upon completion of the instrument’s installation.

For direct instrument sales that do not contain contractual acceptance and instrument sales to distributors, the instrument performance obligation is recognized based on the agreed upon shipping terms (either upon shipment or delivery) as that is when control of the product passes to the customer.

When installation is a separate performance obligation, it is recognized upon completion.

Service Revenue

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Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts.

Revenues from contract research services are recognized at the point in time when the Company completes and delivers its research results on each individually completed study, or over time if the contractual provisions allow for the collection of transaction consideration for costs incurred plus a reasonable margin through the period of performance of the services.

For contract research services recognized over time, the Company uses the output method based on the number of completed results.

Revenues from warranties and service contracts are recognized ratably over the contract service period.

Table of Cont ents

Revenues from contract research services are generally recognized over time, using an output method based on the number of completed test results, since the work performed does not have an alternative use and the contracts allow for the collection of transaction consideration for costs incurred plus a reasonable margin through the period of performance.

For performance obligations that are not recognized over time, they are recognized at the point in time when the Company completes and delivers its research results on each individually completed study.

Revenues from warranties and service contracts are recognized ratably over the contract service period since the customer simultaneously receives and benefits from the services.

Collaboration and License Revenue

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Accounts Receivable and Allowance for Credit Losses

The Company is exposed to credit losses primarily through accounts receivable from sales of its products and services.

Accounts receivable includes amounts billed and currently due from customers.

Since the only condition for payment of the Company’s invoices is the passage of time, the Company records a receivable on the date the invoice is issued.

Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required before payment is due.

Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional.

If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset.

The Company’s expected loss allowance methodology is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ accounts receivable.

Generally, the Company’s contracts are non-cancellable.

For contracts that are cancellable by the customer, the Company records accounts receivable only up to the amount of revenue recognized but not yet collected.

The Company’s payment terms vary by customer type and location and the products or services offered.

Payment from customers is generally required 30 to 90 days from date of satisfaction of the performance obligation.

Accounts receivable do not bear interest and the Company does not provide financing arrangements to its customers.

The Company is exposed to credit losses primarily through accounts receivable from sales of its products and services.

The Company’s expected loss allowance methodology is developed using historical collection experience, current and future economic and market conditions, a review of the current status of customers’ accounts receivable, and management’s ability to mitigate exposure to credit risk.

Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after collection efforts have been exhausted.

Generally, the Company’s contracts are non-cancellable.

For contracts that are cancellable by the customer, the Company does not record a receivable when it issues an invoice.

The Company records accounts receivable on these contracts only up to the amount of revenue recognized but not yet collected.

The Company’s payment terms vary by the type and location of the customer and the products or services offered.

Payment from customers is generally required 30 to 45 days from date of shipment or satisfaction of the performance obligation.

The Company does not provide financing arrangements to its customers.

Deferred Revenue

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets and consists of billings in excess of revenue recognized.

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets.

Deferred revenue consists of billings in excess of revenue recognized, primarily related to upfront payments for instruments, consumables, service warranties, and laboratory services.

Costs to Obtain Contracts

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The Company has elected the practical expedient allowing commissions with an amortization period of one year or less to be expensed as incurred.

Commissions associated with instrument sales are generally earned when installation is complete and title to the instrument has transferred.

Commissions associated with consumables sales are earned when title to the product transfers.

Commissions associated with warranty and extended service contracts are earned upon booking.

Table of Cont ents

Commissions associated with instrument and consumables sales are earned when the related revenue is recognized.

Commissions associated contract research services, warranty, and extended service contracts are earned upon booking.

The Company evaluates potential impairment of these amounts at each balance sheet date, and no related impairments were recorded during the years ended December 31, 2025, 2024, and 2023.

For instruments sold directly to customers, the Company provides an initial year of service-type warranty and also sells extended warranty contracts for additional periods beyond the initial year.

The service-type warranty guarantees that the Company's instruments are free from material defects in workmanship and materials, excluding normal wear and tear, and includes maintenance services.

Under ASC 606, the Company concluded that the initial year service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own.

The Company defers revenue associated with these service-types warranties and recognizes them ratably over the service period.

Under ASC 606, the Company concluded that the initial year service-type warranty is a separate performance obligation since a customer could benefit from it independently with readily available resources and it is capable of being sold on its own.

The Company recognizes revenue for these service-type warranties ratably over the service period.

For products sold to distributors, the Company provides an initial year of assurance-type warranty which guarantees that the products conform to the Company's published specifications.

Assurance-type warranties do not create a separate performance obligation under ASC 606.

Under ASC Topic 460 – Guarantees , the Company establishes an accrual for estimated assurance-type warranty expense and records the expense in cost of product revenue on the Consolidated Statements of Operations.

Amounts recognized during the years ended December 31, 2024, 2023, and 2022 were not material.

In accordance with ASC Topic 460 – Guarantees , the Company establishes an accrual for estimated assurance-type warranty expense and records the expense in cost of product revenue on the Consolidated Statements of Operations.

Amounts recognized for assurance-type warranties during the years ended December 31, 2025, 2024, and 2023 were not material.

Grant Revenue

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The decision to account for a grant under IAS 20 or ASC 958 is based on whether the grantor is a government entity.

The Company records grants related to assets as a deduction in calculating the carrying value of the asset, and records grants related to income separately on the Consolidated Statements of Operations on a gross basis as grant revenue.

The related expenses are recorded on a gross basis within operating expenses.

These methods are elections an entity can make under both IAS 20 and ASC 958.

The Company recognizes grant revenue as the Company performs services under the arrangement when the funding is committed and as each grant’s activities are performed.

The timing of revenue recognition and receipt of funding varies by grant and can be independent from performance of the related activities, such as an upfront payment of the award value, or subsequent to the Company’s requests for reimbursement for already performed activities (subject to the approval of the granting organization).

The timing of revenue recognition and receipt of funding

varies by grant and can be independent from performance of the related activities, such as an upfront payment of the award value, or subsequent to the Company’s requests for reimbursement for already performed activities (subject to the approval of the granting organization).

Cost of Goods Sold and Services

Cost of Product Revenue

Cost of product revenue consists of manufacturing and assembly costs for instruments, related reagents, other consumables, contract manufacturer costs, personnel costs, overhead, and other direct costs related to product sales.

Cost of product revenue consists of manufacturing and assembly costs for instruments, related reagents, other consumables, contract manufacturer costs, personnel costs, allocated overhead, and other direct costs related to product sales.

Raw material part costs include inbound shipping and handling costs associated with purchased goods, contract manufacturer costs, personnel costs, overhead and other direct costs related to product sales.

Additionally included in cost of product revenue are royalty fees due to third parties from revenue generated by collaboration or license deals.

Additionally included in cost of product revenue is amortization expense for intangibles that relate to the sale of products and royalty fees due to third parties from revenue generated by collaboration or license deals.

Cost of Service and Other Revenue

Cost of services and other revenue consists of direct costs associated with operating the Company’s Accelerator Laboratory on behalf of its customers, including raw materials, personnel costs, royalties, allocated overhead costs that include facility and other related costs, and other direct costs.

Cost of services and other revenue consists of direct costs associated with operating the Company’s Accelerator Laboratory on behalf of its customers, including raw materials, personnel costs, allocated overhead costs that include facility and other related costs, and other direct costs.

Additional costs include costs related to warranties, and other costs of servicing equipment at customer sites.

Table of Cont ents

Research and Development Expenses

Research and development expense consists primarily of personnel costs, research supplies, third-party development costs for new products, materials for prototypes, quality assurance, and allocated overhead costs that include facility and other related costs.

The Company accounts for nonrefundable advance payments for products and services that will be used in future research and development activities as expense when the service has been performed or when the products have been received.

For arrangements in which the Company receives funding from third parties for research and development activities (excluding government sponsored arrangements), the Company assesses whether the arrangement is within the scope of ASC 730 – Research and Development .

When the Company is entitled to receive reimbursements, does not have an obligation to repay, does not transfer products or services, and is the primary beneficiary of the activities, the Company records the reimbursable amounts as a reduction to research and development expense.

Amounts reimbursed in excess of the cost incurred by the Company are recorded within other income (expense), net on the Consolidated Statements of Operations.

Reimbursable amounts recorded as a reduction to research and development expenses were $ 0.3 million during the year ended December 31, 2024 and were not material during the year ended December 31, 2023.

The amount reimbursed in excess of costs incurred by the Company related to activities funded by third parties was $ 0.4 million in both the years ended December 31, 2024 and 2023.

No reimbursable amounts were received during the year ended December 31, 2022.

Research and development expense consists primarily of personnel costs, research supplies, third-party development costs for new products, materials for prototypes, quality assurance, amortization expense for intangibles that relate to the development of products, and allocated overhead costs that include facility and other related costs.

Selling, General and Administrative Expenses

Selling, general and administrative expense consists primarily of personnel costs for our sales and marketing, finance, legal, human resources, and general management teams, shipping and handling for product sales, other general and administrative costs, as well as professional services costs, such as marketing, advertising, legal and accounting services, and allocated overhead costs that include facility and other related costs.

The classification of shipping and handling costs for product sales as selling, general and administrative expenses varies from company to company with some companies recording these as selling, general and administrative expenses and others recording such expenses within costs of goods sold for products.

Selling, general and administrative expense consists of personnel costs for our sales and marketing, finance, legal, human resources, and general management teams, shipping and handling for product sales, acquisition related costs, other general and administrative costs, as well as professional services costs, such as marketing, advertising, legal and accounting services, and allocated overhead costs that include facility and other related costs.

The classification of shipping and handling costs for product sales varies from company to company with some companies recording these as selling, general and administrative expenses and others recording such expenses within costs of goods sold for products.

To the extent the classification of the Company's shipping and handling costs differs from the reporting approach used by other companies, the Company’s gross margins may not be comparable with those reported by such other companies.

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Accordingly, basic and diluted net loss per common share attributable to common stockholders were the same for all periods presented.

Table of Cont ents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits and short-term, highly liquid marketable securities that are readily convertible into cash, with original maturities of three months or less.

Cash and cash equivalents consist of cash deposits and short-term, highly liquid marketable securities that are readily convertible into cash with original maturities of three months or less at the time of purchase.

Cash and cash equivalents consist of the following (in thousands):

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Money market funds 17,219 44,426

Marketable securities — 6,893

Total cash and cash equivalents $ 29,839 $ 56,709

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Cash, cash equivalents, and restricted cash $ 33,180 $ 59,319

Restricted cash consists of collateral for a letter of credit issued as security for two of the Company’s leased facilities and to secure the Company’s corporate credit card program.

Restricted cash consists of collateral for letters of credit issued as security for several of the Company’s leased facilities and to secure the Company’s corporate credit card program.

The short-term or long-term classification is determined in accordance with the expiration of the underlying letter of credit and security.

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Government agency bonds, certificates of deposit, and similar types of debt securities.

Marketable debt securities with original maturities of three months or less at the time of purchase are recorded in cash equivalents on the Consolidated Balance Sheets as they are considered highly liquid and readily convertible into cash.

Marketable debt securities with original maturities of three months or less at the time of purchase are recorded in cash and cash equivalents on the Consolidated Balance Sheets as they are considered highly liquid and readily convertible into cash.

All other marketable securities, including those with maturities beyond one year, are recorded as current assets on the Consolidated Balance Sheets based on their highly liquid nature and because such securities are available for use in current operations.

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Realized gains and losses are determined using the specific identification method and are recorded in other income (expense), net on the Consolidated Statements of Operations.

Table of Cont ents

At least quarterly, the Company monitors its marketable securities for impairment.

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If a decline in fair value is a result of a credit loss, an allowance for credit losses is recorded in other income (expense), net on the Consolidated Statement of Operations, limited to the portion attributed to the credit loss.

The Company has also elected the practical expedient to separately present accrued interest receivable from its marketable securities balance.

Such accrued interest is recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets and is not included in the assessment and measurement of impairment of its marketable securities.

The Company presents accrued interest receivable separately from its marketable securities balance and has elected the practical expedient to exclude such amounts from the assessment and measurement of impairment of its marketable securities.

Such accrued interest is recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets.

Inventory consists of instruments, assays, and the materials required to manufacture instruments and assays.

Inventory is stated at the lower of cost or net realizable value on a first-in, first-out (“FIFO”) basis and includes the cost of materials, labor, and manufacturing overhead.

Inventory is stated at the lower of cost and net realizable value on a first-in, first-out ("FIFO") basis or average cost basis and includes the cost of materials, labor, and manufacturing overhead.

The Company analyzes its inventory levels on each reporting date for slow-moving, excess, and obsolete inventory, and inventory expected to expire prior to being used.

These analyses require judgment and are based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for the Company’s products (developed through its planning and sales and marketing inputs, scientific data supporting the estimated life of materials that expire and market conditions).

If the Company identifies adverse conditions exist, such as unfavorable changes in estimated customer demand, the lives of materials that expire, or actual market conditions that may differ from its projections, the carrying value of the inventory is reduced to its estimated net realizable value by providing estimated reserves for excess or obsolete inventory.

These analyses require judgment and are based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for the Company’s products and scientific data supporting the estimated life of materials that expire.

Property and Equipment

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Laboratory and manufacturing equipment 5 years

Demo inventory 3 years

Furniture and fixtures 7 years

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Leasehold improvements Shorter of asset's life or remaining lease term

The Company develops and modifies software related to the operation of some of its instruments and internal use software supporting the Company’s operations.

Certain costs incurred during the application development stage including external direct costs of services used in the development or internal personnel costs for employees directly associated with the development are capitalized.

These capitalized software development costs are recorded in property and equipment on the Consolidated Balance Sheets.

The Company develops and modifies internal use software supporting the Company’s operations.

The Company begins depreciating these costs over the life of the related asset upon completion of a working model or when it is ready for its intended use.

Costs incurred during the preliminary project stage and post-configuration stages are expensed as incurred.

Table of Cont ents

The Company also develops software related to the operation of some of its instruments.

which is accounted for under ASC 985 - Costs of Software to Be Sold, Leased, or Marketed .

The Company capitalizes certain costs incurred after the software reaches technological feasibility and amortizes it once the software is available to customers.

The Company did not incur any such costs during the year ended December 31, 2025.

Cloud Computing Costs

For cloud computing arrangements that include a software license or software-as-a-service contracts, certain implementation costs incurred are capitalized and recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets.

These costs are amortized over the noncancellable term of the cloud computing service contract, plus any optional renewal periods that are reasonably certain to be exercised, once the service is ready for its intended use.

As of December 31, 2024, the Company capitalized $ 1.2 million of cloud computing implementation costs.

Amounts capitalized as of December 31, 2023 and expensed during the years ended December 31, 2024, 2023 and 2022 were not material.

The Company enters into operating leases for office, laboratory, and manufacturing spaces, as well as office equipment, and determines whether an arrangement is a lease at inception of the arrangement.

Once the software is ready for its intended use, the capitalized costs are amortized over the noncancellable term of the cloud computing service contract, plus any optional renewal periods that are reasonably certain to be exercised.

The Company primarily enters into operating leases for office, laboratory, manufacturing spaces, and office equipment, and determines whether an arrangement is a lease at inception of the arrangement.

The Company accounts for a lease when it has the right to control the leased asset for a period of time, while obtaining substantially all of the assets’ economic benefits.

Leases are recorded on the Consolidated Balance Sheets as operating lease right-of-use (“ROU”) assets and current or non-current operating lease liabilities.

All of the Company’s leases are classified as operating leases.

Leases are recorded on the Consolidated Balance Sheets as operating lease right-of-use ("ROU") assets and current and non-current operating lease liabilities.

Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the future minimum lease payments over the lease term and any initial direct costs incurred.

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The Company accounts for the lease and fixed payments for non-lease components as a single lease component under ASC 842 – Leases , which increases the amount of the ROU assets and lease liabilities.

Most of the Company’s lease agreements also contain variable payments, primarily maintenance, utility, and other-related costs, which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities.

Most of the Company’s lease agreements also contain variable payments, primarily maintenance, utility, and other-related costs, which are not included in the measurement of the ROU assets and lease liabilities and are expensed as incurred.

Some of the Company’s leases contain options to extend or terminate the lease.

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Leases with a term of 12 months or less upon commencement are not recorded on the Consolidated Balance Sheets and are recorded to expense on a straight-line basis over the lease term.

Impairment of Goodwill

The Company assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Such events or circumstances could include the occurrence of operating losses, a significant decline in earnings, or significant changes in or restructuring of the business.

The impairment test is first performed at the reporting unit level using a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying value.

If the reporting unit does not pass the qualitative assessment, the reporting unit’s carrying value is compared to its fair value, using estimates including forecasts of discounted future cash flows and peer market multiples.

An impairment charge is recorded equal to the excess of the reporting unit’s carrying value over its fair value.

The Company recorded an impairment charge on its entire goodwill balance during the year ended December 31, 2022 (refer to Note 18 - Restructuring ) and had no goodwill recorded at December 31, 2024 or 2023.

Table of Cont ents

Impairment of Goodwill and Indefinite-Lived Intangible Assets

The Company assesses goodwill for impairment at the reporting unit level at least annually or whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Absent an event that indicates a specific impairment may exist, the Company has selected October 1 as the date for performing its annual goodwill impairment test.

A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management.

Prior to the third quarter of 2025, the Company determined it had one reporting unit.

After the acquisition of Akoya, the Company determined it had two reporting units, consisting of the legacy Quanterix business and the Akoya business.

An impairment assessment requires evaluating a potential impairment using either a qualitative assessment, to determine if it is more likely than not that the fair value of any reporting unit is less than its carrying amount, or a quantitative analysis, to determine and compare the fair value of each reporting unit to its carrying value, or a combination of both.

Judgment is required in determining the use of a qualitative or quantitative assessment, as well as in determining a reporting unit’s estimated fair value, as it requires the Company to make estimates of market conditions and operational performance items such as projected financial results, discount rates, control premiums, or valuation multiples for key financial metrics.

During the second quarter of 2025, the Company recorded an impairment charge on its goodwill balance related to the acquisition of Emission.

Refer to Note 4 - Goodwill & Intangible Assets for further discussion.

The Company had no goodwill recorded at December 31, 2024.

At least annually or whenever events or circumstances change, the Company assesses whether IPR&D has been abandoned, in which case it would be written off, or if its estimated fair value is below its carrying value, in which case it could be impaired.

Impairment of Long-Lived Assets

The Company’s long-lived assets consist of operating lease ROU assets, property and equipment, and intangible assets.

The Company reviews the carrying amount of its long-lived assets for impairment whenever events or circumstances indicate that the estimated useful lives may warrant revision, or that the carrying amount of the assets may not be fully recoverable.

To assess whether a long-lived asset or group of assets has been impaired, the estimated undiscounted and discounted future cash flows for the estimated remaining useful life or estimated lease term, of the asset (or the primary asset in the asset group) are compared to their carrying values.

Significant judgment is required to estimate future cash flows, including, but not limited to, the expected use of the asset (group), historical customer retention rates, technology roadmaps, customer awareness, trademark and trade name history, contractual provisions that could limit or extend an asset's useful life, market data, discount rates, potential sublease opportunities including rent and rent escalation rates, time to sublease, and free rent periods.

To the extent that the future cash flows are less than the carrying value, the asset(s) are impaired and written down to estimated fair value.

The Company reviews its long-lived assets, including definite lived intangible assets, right of use assets, and property and equipment, for impairment whenever events or circumstances indicate the carrying amount of the asset(s) may not be fully recoverable or that the estimated useful lives may warrant revision.

On an ongoing basis, the Company assesses the determination of its asset groups, which primarily focuses on changes in the Company's operating structure, the way in which it expects to deploy its assets, or how the Company intends to recover the cost of its assets.

If the undiscounted cash flows are less than the carrying value, the Company estimates the asset's fair value using the future discounted cash flows associated with the use of the asset.

To the extent that the discounted cash flows are less than the carrying value, the asset(s) are impaired and written down to their estimated fair value.

Significant judgment is required to estimate future cash flows, including, but not limited to, estimates about future revenues, expenses, asset disposal value, expected uses of the asset (group), historical customer retention rates, technology roadmaps, customer awareness, trademark and trade name history, contractual provisions that could limit or extend an asset's useful life, market data, discount rates, and potential sublease opportunities including rent and rent escalation rates, time to sublease, and free rent periods.

Refer to Note 15 - Leases for a discussion of operating lease impairment charges recorded in 2025.

Fair Value of Financial Instruments

The carrying amount reflected on the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued compensation and benefits, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.

Additionally, the Company has certain financial assets that are required to be measured at fair value on a recurring basis including cash equivalents and marketable securities.

Pursuant to the accounting standards for fair value measurements, the fair values of these financial assets are classified as Level 1, 2, or 3 within the fair value hierarchy as follows:

Additionally, the Company has certain financial instruments that are required to be measured at fair value on a recurring basis including cash equivalents, marketable securities, and contingent liabilities.

The fair values of these financial instruments are classified as Level 1, 2, or 3 within the fair value hierarchy as follows:

Observable inputs based on unadjusted quoted prices in active markets for identical assets.

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Deferred tax assets and liabilities are determined based on differences between the carrying amount and the tax basis of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse.

A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of

the deferred tax assets will not be realized.

On an ongoing basis, the Company reassess the valuation allowance on its deferred tax assets, weighing positive and negative evidence to assess their recoverability.

The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing uncertain tax positions, in accordance with ASC 740 – Income Taxes .

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The Company evaluates uncertain tax positions on an ongoing basis and adjusts any liability recorded to reflect subsequent changes in the relevant facts surrounding the uncertain positions.

Amounts recorded for uncertain tax positions, including interest and penalties, are recorded in income tax (expense) benefit on the Consolidated Statement of Operations.

Table of Cont ents

Amounts recorded for uncertain tax positions, including interest and penalties, are recorded in income tax benefit (expense) on the Consolidated Statement of Operations.

Credit, Product, and Supplier Concentrations, and Off-Balance-Sheet Risk

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Maximum exposure to losses related to cash, cash equivalents, marketable securities, and accounts receivable are limited to their carrying amounts.

As of December 31, 2024, no customer accounted for greater than 10 % of the Company's gross accounts receivable.

As of December 31, 2023, one customer with $ 3.6 million of receivables accounted for greater than 10 % of the Company's gross accounts receivable.

As of both December 31, 2025 and 2024, no customer accounted for greater than 10 % of the Company's gross accounts receivable.

Customers outside the United States represented 42 % and 40 % of the Company’s gross accounts receivable balance as of December 31, 2025 and 2024, respectively.

For the year ended December 31, 2024, no customers accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2023, one customer of approximately $ 14.0 million revenue accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2022, one customer of approximately $ 13.7 million revenue accounted for greater than 10 % of the Company’s total revenue.

The Company is also subject to supply chain risks related to outsourced manufacturing of some of its instruments.

For the year ended December 31, 2025 and 2024, no customers accounted for greater than 10 % of the Company’s total revenue.

For the year ended December 31, 2023, one customer of approximately $ 14.0 million of revenue accounted for greater than 10 % of the Company’s total revenue.

The Company is also subject to supply chain risks related to outsourced manufacturing for most of its instruments.

Although there are a limited number of manufacturers for its instruments, the Company believes that other suppliers could provide similar manufacturing on comparable terms.

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The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population.

During 2024 and 2023, the expected volatility was based on the Company’s historical volatility.

Prior to 2023, the expected volatility was estimated based on both the Company’s volatility and the average volatility for comparable publicly traded companies over a period equal to the expected term of the related stock-based awards.

The expected volatility is based on the Company’s historical volatility.

The risk-free interest rate is based on the U.S.

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The Company recognizes forfeitures as they occur.

The Company expenses the cost of advertising as incurred and records them in selling, general and administrative expense on the Consolidated Statements of Operations.

Advertising expense was $ 0.5 million, $ 0.3 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Table of Cont ents

Restructuring Costs

The Company records restructuring charges when a restructuring plan is approved and the amounts to be incurred are estimable.

Restructuring costs are comprised of employee separation costs, primarily severance and related benefit payments, and any associated costs related to implementing a restructuring plan to reorganize operations.

Refer to Note 19 - Restructuring for further discussion on the restructuring plan implemented during the year ended December 31, 2025.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASC Update No.

2023-07, Segment Reporting (Topic 280) :

Improvement to Reportable Segment Disclosures (“ASU 2023-07”).

This update requires single reportable segment entities to comply with all disclosure requirements within Topic 280.

This update also enhances reportable segment disclosure requirements by requiring public entities to provide disclosures of significant segment expense categories and amounts that are regularly reviewed by the chief operating decision maker, and other segment items, as well as disclosures about, and a reconciliation to, a reportable segment’s profit or loss.

The new standard became effective for the Company’s annual financial statements for the period beginning on January 1, 2024 and is applicable for interim financial statements for the periods beginning on January 1, 2025.

The Company adopted this standard on a retrospective basis to all periods presented and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.

In June 2022, the FASB issued ASC Update No.

2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

This update clarifies the guidance in Topic 820 related to measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, as well as introduces new disclosure requirements for these types of equity securities.

The new standard became effective for the Company on January 1, 2024.

The Company adopted this standard on a prospective basis and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.

Recent Accounting Standards To Be Adopted

In December 2023, the FASB issued ASC Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Improvements to Income Tax Disclosures ("ASU 2023-09") .

This update enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid.

The update is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance and the amendments in this update should be applied prospectively, but entities have the option to apply it retrospectively.

The Company is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.

The new standard became effective for the Company’s annual financial statements for the period beginning on January 1, 2025.

The Company adopted this standard as of January 1, 2025 on a prospective basis and the required disclosures are included in Note 14 - Income Taxes .

Recent Accounting Standards To Be Adopted

In December 2025, the FASB issued ASC Update No.

2025-12, Codification Improvements.

This update provides a variety of language changes and clarity across several topics which are applicable to the Company.

The amendments in this update may be applied prospective or retroactively.

Additionally, the Company is permitted to elect the transition method for these updates on an issue-by-issue basis.

The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In December 2025, the FASB issued ASC Update No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This update enhances disclosure of an entity's interim disclosure requirements.

The amendments in this update can be applied prospectively or retrospectively.

The new standard will be effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In November 2025, the FASB issued ASC Update No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This update establishes guidance for recognition, measurement and presentation of government grants received by public business entities.

The new standard may be applied using a modified prospective approach, modified retrospective approach, or retrospective approach.

The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In September 2025, the FASB issued ASC No.

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

Targeted Improvements to the Accounting for Internal-Use Software .

This update enhances disclosure of an entity's internal use software by removing prescriptive and sequential software development stages.

The amendments in this update can be applied prospectively or retrospectively.

The new standard will be effective for the Company for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adoption of the standard on its Consolidated Financial Statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This update provides a practical expedient to assume that current conditions as of the balance sheet date will persist through a reasonable and supportable forecast period for eligible assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The update also allows an entity to make an accounting policy election to consider subsequent collections of balances received after the balance sheet date through a date selected by the entity.

The amendments in this update are required to be applied prospectively.

The new standard will be effective for the Company for annual and interim reporting periods beginning after December 15, 2025.

The Company does not expect that the adoption of this standard will have a material impact on its Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASC Update No.

2024-03, Reporting Comprehensive Income (Topic 220):

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The amendments in this update should be applied prospectively, but entities have the option to apply it retrospectively.

The new standard will be effective for the Company’s annual financial statements for the period beginning on January 1, 2027, and interim reporting periods beginning January 1, 2028.

The Company is currently evaluating the impact that the adoption of this standard will have on financial disclosures.

The new standard will be effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027..

The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and related disclosures.

Akoya Biosciences, Inc.

On July 8, 2025 (the "Akoya Closing Date"), the Company completed the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of April 28, 2025, by and among the Company, Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Akoya Biosciences, Inc., a Delaware corporation.

On the Akoya Closing Date, Wellfleet Merger Sub, Inc.

merged with and into Akoya (the "Merger"), with Akoya surviving the Merger as a wholly owned subsidiary of the Company.

Akoya is a life sciences technology company based in Marlborough, Massachusetts delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics.

The acquisition is part of the Company's plans to establish an ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of laboratory service offerings.

Total Consideration Transferred

The following table presents the fair value of the consideration transferred for the Merger as of the Akoya Closing Date (in thousands, except for exchange ratio and stock price):

Total Akoya common stock and equity instruments outstanding as of July 7, 2025 to be converted 51,136

Exchange ratio 0.147

Total shares of Quanterix common stock to be issued 7,517

Quanterix stock price per share as of the Akoya Closing Date $ 6.54

Fair value of Akoya common stock and equity instruments converted to Quanterix common stock $ 49,161

Cash consideration paid (1) $ 18,942

Cash paid for debt extinguishment (2) $ 82,131

Fair value of replacement equity awards attributable to pre-acquisition service (3) $ 739

Total fair value of consideration transferred $ 150,973

(1) Represents cash consideration paid to Akoya stockholders, including fractional shares, of $ 0.37 per share of Akoya common stock.

(2) Represents the repayment of Akoya’s long-term debt upon closing of the acquisition, including $ 7.0 million of early termination, legal, and prepayment fees.

(3) Represents the fair value of certain equity-based awards held by Akoya employees prior to the acquisition date that have been replaced with Quanterix equity-based awards.

The portion of these awards that relates to services performed prior to the acquisition date are included within the purchase price.

Upon completion of the Merger, the Company assumed Akoya's stock incentive plans.

All Akoya RSUs that were outstanding immediately prior to the completion of the Merger were automatically adjusted by an exchange ratio and converted into a RSU award covering shares of the Company's common stock on the same terms and conditions, including continuing vesting requirements.

Preliminary Allocation of Purchase Price

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

As of September 30, 2025 Measurement Period Adjustments (1) As of December 31, 2025

Cash and cash equivalents $ 16,108 $ — $ 16,108

Accounts receivable, net of allowance for expected credit losses 8,616 — 8,616

Inventory 25,800 — 25,800

Prepaid expenses and other assets 5,483 — 5,483

Property and equipment, net 12,087 — 12,087

Intangible assets 121,800 — 121,800

Goodwill (2) 23,460 2,916 26,376

Operating lease right-of-use assets 4,585 — 4,585

Finance lease right-of-use assets 1,041 — 1,041

Total assets acquired 218,980 2,916 221,896

Accounts payable 8,266 — 8,266

Accrued expenses and other liabilities 34,206 2,916 37,122

Deferred revenue 18,879 — 18,879

Operating lease liabilities 5,616 — 5,616

Finance lease liabilities 1,040 — 1,040

Total liabilities assumed 68,007 2,916 70,923

Net assets acquired $ 150,973 $ — $ 150,973

(1) The Company recorded a measurement period adjustment resulting from new information obtained related to an off-market liability and related tax impacts.

(2) Goodwill represents the estimated fair value of the expected synergies from combining Akoya with Quanterix, as well as the value of the acquired workforce.

The goodwill is not deductible for income tax purposes and has been fully assigned to the Akoya reporting unit.

The determination of the fair values the assets acquired and liabilities assumed involves significant judgment in selecting inputs used in the valuation methodologies, including, but not limited to, projected revenues and expenses, future changes in technology, estimated selling prices, replacement costs or margins, customer attrition rates, covenants not to compete, obsolescence of developed technologies, the likelihood and timing of achieving milestones or performance targets, discount rates, and assumptions about the period of time a brand will continue to be used.

The use of different estimates could produce different results.

The purchase price allocation set forth above is preliminary as the Company continues to obtain information to complete the purchase price allocation.

Intangible Assets

The preliminary fair value of the intangible assets acquired as of the acquisition date was as follows (in thousands):

Preliminary Fair Value

Definite-lived intangible assets:

Developed technology $ 99,600

Customer relationships 2,900

Total definite-lived intangible assets 102,500

Indefinite-lived intangible assets:

In process research and development 19,300

Total intangible assets $ 121,800

The total weighted-average useful life of acquired, definite-lived intangible assets was 9.6 years at acquisition.

In determining the fair values, management primarily relied on income based approaches using Level 3 inputs.

A multi-period excess earnings valuation methodology was used for the developed technology and IPR&D intangible assets, and a distributor method was used for the customer relationships intangible.

These income approaches required the use of estimates including:

projected revenues and expenses related to the particular asset, obsolescence rates, customer retention rates, discount rates, and certain published or readily available industry benchmark data.

In establishing the estimated useful life of each definite-lived intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model.

Off-Market Customer Contract

The Company assessed the unfavorable terms of an acquired contract between Akoya and a customer and recorded a $ 16.7 million off-market liability as of the acquisition date.

The Company determined the preliminary fair value of the off-market component based on an income approach using Level 3 inputs.

This income approach required the use of estimates including:

projected revenue, expected profit margin, and a discount rate.

The off-market liability is a non-cash balance that will be recognized into revenue as the Company satisfies the associated performance obligation.

During the year ended December 31, 2025, the Company recognized $ 2.7 million of non-cash revenue from the amortization of the off-market liability.

Financial Results

The operating results of Akoya have been included in the Company's financial statements since the acquisition date.

For the year ended December 31, 2025, the acquisition added $ 33.7 million of revenue to total revenues and a loss of $ 12.0 million to net loss.

The unaudited pro forma financial information presented below was derived from historical financial records of Quanterix and Akoya and presents the operating results for the periods presented as if the acquisition occurred on January 1, 2024 (in thousands):

Year Ended December 31,

Revenues $ 174,269 $ 216,145

Net loss $ ( 135,454 ) $ ( 96,919 )

The unaudited pro forma financial information has been prepared in accordance with U.S.

GAAP and includes adjustments primarily to reflect (1) additional amortization expense for the acquired intangible assets, (2) additional amortization of the fair value increases of acquired inventory and property and equipment, (3) elimination of interest expense from the repayment of Akoya’s long-term debt, and (4) recognition of additional non-cash revenue from the amortization of an off-market liability.

Accordingly, the unaudited pro forma financial information are presented for

informational purposes only and are not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2024, nor are they indicative of future results.

Emission, Inc.

On January 8, 2025 (the "Emission Closing Date"), the Company acquired all of the issued and outstanding shares of capital stock of Emission, Inc.

("Emission"), a life sciences manufacturing company based in Georgetown, Texas.

Emission produces large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads these proprietary beads.

The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation platforms and expansion into a new multi-plex market segment targeting third-party original equipment manufacturer customers.

Total Consideration Transferred

The following table summarizes the fair value of the aggregate consideration paid or payable for Emission as of the Emission Closing Date (in thousands):

Cash paid (1) $ 8,997

Holdback (2) 1,000

Contingent consideration (3) 6,612

Total fair value of consideration transferred $ 16,609

(1) Cash paid represents the contractual amount paid on the Emission Closing Date.

Cash acquired was not material.

(2) The holdback is expected to be paid during the first quarter of 2026 and is subject to applicable adjustments.

(3) The acquisition includes contingent consideration discussed in the section titled "Contingent Payments".

Contingent Payments

The Emission transaction included two arrangements that result in additional cash payments to the seller.

An additional $ 10.0 million was paid in the forth quarter of 2025 upon completion of certain technical milestones ("Earnout 1") and up to $ 50.0 million could be payable based on the amount and timing of certain performance targets over a five year period ending December 31, 2029 ("Earnout 2").

Under ASC 805, the Company determined Earnout 1 was compensation expense and was recognized separately from the business combination.

In accordance with ASC 710 - Compensation , Earnout 1 was recognized over the period certain technical requirements were transferred and certain milestones were achieved.

During the year ended December 31, 2025, the Company recorded $ 5.1 million in research and development and $ 4.9 million in selling, general and administrative on the Consolidated Statements of Operations related to Earnout 1.

The fair value of Earnout 2 on the acquisition date was $ 6.6 million, which represents purchase price and is included in the accounting for the business combination.

Monte-Carlo simulations were used to determine the fair value, including the following significant unobservable inputs:

projected revenue, a risk adjusted discount rate, and revenue volatility.

Refer to Note 8 - Fair Value of Financial Instruments for further discussion.

Allocation of Purchase Price

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Cash and cash equivalents $ 43

Accounts receivable, net of allowance for expected credit losses 49

Inventory 307

Intangible asset (1) 12,900

Goodwill (2) 6,374

Total assets acquired 19,673

Accounts payable 57

Deferred tax liability (3) 3,007

Total liabilities assumed 3,064

Net assets acquired $ 16,609

(1) The acquired intangible asset is finite-lived, represents developed technology, and has an estimated useful life of 14 years.

The determination of the fair value of the definite-lived intangible asset required management judgment and the consideration of a number of factors.

In determining the fair value, management primarily relied on a multi-period excess earnings valuation methodology.

This methodology required the use of estimates including:

projected revenues related to the particular asset, its obsolescence rate, royalty, margin, and discount rates, and certain published or readily available industry benchmark data.

In establishing the estimated useful life of the acquired intangible asset, the Company relied primarily on the duration of the cash flows utilized in the valuation model.

(2) Goodwill represents the estimated fair value of the expected synergies from combining Emission with Quanterix, as well as the value of the acquired workforce.

The goodwill is not deductible for income tax purposes.

During the second quarter of 2025 the Company recorded an impairment charge related to this goodwill (refer to Note 4 - Goodwill & Intangible Assets) .

(3) Recorded in other non-current liabilities on the Consolidated Balance Sheets.

The operating results of Emission have been included in the Company's financial statements since the acquisition date and are not material to the Company's consolidated financial results.

No measurement period adjustments have been recorded since the Emission Closing Date.

Call Option Agreement

In connection with the closing of the acquisition of Emission, the Company entered into a call option agreement (the "Option Agreement"), in which the Emission selling shareholders have the right to repurchase all of the outstanding capital stock of Emission for $ 10.0 million after five years if Emission’s revenues do not exceed $ 5.0 million in any one year during such five-year period.

If the Emission selling shareholders exercise the right to repurchase Emission, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products.

The Company determined that the call option is embedded in the purchased shares of Emission and does not require separate accounting unless exercised.

Acquisition Costs

Acquisition costs related to the Company's business combinations were $ 12.4 million and $ 1.1 million for the year ended December 31, 2025 and 2024, respectively, and are recorded in selling, general and administrative in the Consolidated Statements of Operations.

Goodwill & Intangible Assets

Goodwill and Impairment

During the second quarter of 2025, the Company assessed several events and circumstances, including a larger than expected decline in the Company's revenue and bookings primarily due to the rapidly changing macro-economic conditions resulting from reductions in U.S.

federal research funding, reductions in research and development spending by larger pharmaceutical customers, and new import tariffs.

As a result, the Company concluded it was more likely than not that that the fair value of its then single reporting unit was less than its carrying value and performed a quantitative impairment test for its goodwill.

The Company estimated the implied fair value of its reporting unit using a market valuation approach, which included inputs such as the Company's quoted stock price.

As a result of the quantitative test, the Company concluded that the goodwill arising from the acquisition of Emission was fully impaired and recorded an impairment charge of $ 6.4 million.

At September 30, 2025 and December 31, 2025 , the Company performed additional quantitative interim impairment tests as result of continued events and circumstances that indicated its remaining goodwill could be impaired.

The Company estimated its reporting units' implied fair values based on an income valuation approach using Level 3 inputs, which used estimates including:

projected revenues and expenses, obsolescence rates, customer retention rates, a discount rate, and certain published or readily available industry benchmark data.

As a result of these quantitative tests, the Company determined that its goodwill was not impaired as of either date.

The Company performed its annual impairment test as of October 1, 2025 and concluded its goodwill was not impaired.

The annual impairment test utilized a qualitative analysis since an interim impairment test had been performed immediately prior to the annual test and no additional events or changes in circumstances occurred between the interim test and annual test.

Changes in the carrying amount of goodwill are as follows (in thousands):

Total Goodwill

Balance as of December 31, 2024 $ —

Acquisition of Emission (1) $ 6,374

Goodwill impairment $ ( 6,374 )

Acquisition of Akoya, including measurement period adjustments (1) $ 26,376

Balance as of December 31, 2025 $ 26,376

(1) Refer to Note 3 - Acquisitions .

Intangible Assets, Long-Lived Assets, and Impairment

As a result of the acquisitions of Akoya and Emission, the Company reassessed its asset groups.

Primarily due to management's updated expectations of how it plans to deploy and recover the costs of its assets, the Company determined the assets acquired in the Akoya and Emission acquisitions would each become their own asset group, along with vacant leased facilities which are each evaluated as separate asset groups for the purposes of assessing recoverability.

Prior to performing each of its goodwill impairment tests, the Company tested the recoverability of its long-lived assets.

The Company utilized an undiscounted cash flow analysis to determine if the cash flows expected to be generated by each of its asset groups over the remaining estimated useful lives of each group's primary asset were sufficient to recover the carrying value of each asset group.

Significant assumptions that form the basis of the forecasted results utilized to calculate undiscounted cash flows include:

projected revenues and expenses and market conditions related to these assets.

The Company also estimated the disposal value of certain asset groups by relying on a market based valuation approach using Level 2 inputs.

Collectively, these assumptions and estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that have been deemed reasonable by the Company.

Changes in the estimates or assumptions used could materially affect the determination of recoverability.

Potential events and circumstances that could have an adverse impact on the Company's estimates and assumptions include, but are not limited to, lower than expected bookings growth, increases in costs, and other macroeconomic factors.

As of December 31, 2025, the Company concluded that none of its intangible or other long-lived assets were impaired, other than a portion of its operating lease right of use assets as described in Note 15 - Leases .

Should economic conditions deteriorate further or remain depressed for a prolonged period of time, estimates of future cash flows for each of the Company’s asset groups may be insufficient to support their carrying value, requiring an impairment.

Impairment charges, if any, may be material to the results of operations and financial position.

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):

As of December 31, 2025

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Definite-lived intangible assets:

Developed technology 7.0 - 14.0

$ 114,150 $ ( 7,596 ) $ — $ 106,554 9.6

Know-how 8.5 13,000 ( 8,445 ) ( 1,470 ) 3,085 2.0

Customer relationships 8.5 - 10.0

4,260 ( 1,408 ) ( 4 ) 2,848 8.5

Non-compete agreements 5.5 340 ( 340 ) — — —

Trade names 3.0 50 ( 50 ) — — —

Total definite-lived intangible assets 131,800 ( 17,839 ) ( 1,474 ) 112,487

Indefinite-lived intangible assets:

In-process research and development 19,300 — — 19,300

Total intangible assets $ 151,100 $ ( 17,839 ) $ ( 1,474 ) $ 131,787

As of December 31, 2024

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Definite-lived intangible assets:

Know-how 8.5 $ 13,000 $ ( 7,057 ) $ ( 2,093 ) $ 3,850 3.0

Developed technology 7.0 1,650 ( 1,645 ) — 5 0.1

Customer relationships 8.5 - 10.0

1,360 ( 1,166 ) ( 18 ) 176 3.1

Non-compete agreements 5.5 340 ( 285 ) ( 55 ) — —

Trade names 3.0 50 ( 50 ) — — —

Total intangible assets $ 16,400 $ ( 10,203 ) $ ( 2,166 ) $ 4,031

The Company recorded amortization expense of $ 7.6 million, $ 1.6 million, and $ 1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Amortization of know-how and developed technology is recorded in cost of goods sold, and amortization of customer relationships, non-compete agreements, and trade names is recorded in selling, general and administrative on the Consolidated Statements of Operations.

Future estimated amortization expense is as follows (amounts in thousands):

As of December 31, 2025

2026 $ 13,258

Thereafter 50,995

Total amortization expense $ 112,487

Revenue and Related Matters

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The Company’s customer base includes pharmaceutical, biotechnology, contract research organizations, academic, and government institutions.

Table of Cont ents

Disaggregated Revenue

When disaggregating revenue, the Company considers all of the economic factors that may affect its revenues.

The following tables disaggregate the Company’s revenue from contracts with customers by geography, based on the location products and services are consumed, and revenue type (in thousands):

The following tables disaggregate the Company’s revenue by geography, based on the location products and services are consumed, and revenue type (in thousands):

Year Ended December 31, 2025

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Consumable and other products 42,049 23,661 9,371 75,081

Total $ 43,718 $ 24,617 $ 11,405 $ 79,740

Service revenue:

Total product revenue $ 49,088 $ 28,668 $ 15,185 $ 92,941

Service and other revenue:

Research services $ 23,677 $ 1,799 $ 505 $ 25,981

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Other services 4,508 2,405 176 7,089

Total $ 39,189 $ 10,299 $ 1,756 $ 51,244

Total service and other revenue $ 34,455 $ 8,048 $ 1,709 $ 44,212

Collaboration and license revenue:

$ 1,571 $ — $ ( 70 ) $ 1,501

Total $ 3,681 $ — $ 771 $ 4,452

Total collaboration and license revenue $ 1,571 $ — $ ( 70 ) $ 1,501

Year Ended December 31, 2024

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Consumable and other products 39,794 20,760 8,706 69,260

Total $ 41,496 $ 25,600 $ 12,574 $ 79,670

Total product revenue $ 43,718 $ 24,617 $ 11,405 $ 79,740

Service and other revenues:

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Other services 1,618 976 45 2,639

Total $ 32,407 $ 5,952 $ 1,730 $ 40,089

Total service and other revenue $ 39,189 $ 10,299 $ 1,756 $ 51,244

Collaboration and license revenue:

$ 3,681 $ — $ 771 $ 4,452

Total $ 1,380 $ — $ — $ 1,380

Table of Cont ents

Total collaboration and license revenue $ 3,681 $ — $ 771 $ 4,452

Year Ended December 31, 2023

3 unchanged sentences

Consumable and other products 35,122 21,216 7,627 63,965

Total $ 35,148 $ 22,876 $ 11,784 $ 69,808

Total product revenue $ 41,496 $ 25,600 $ 12,574 $ 79,670

Service and other revenue:

2 unchanged sentences

Other services 1,436 951 ( 5 ) 2,382

Total $ 29,218 $ 4,514 $ 763 $ 34,495

Total service and other revenue $ 32,407 $ 5,952 $ 1,730 $ 40,089

Collaboration and license revenue:

$ 1,380 $ — $ — $ 1,380

Total $ 274 $ 323 $ 52 $ 649

UltraDx Product Sales Agreement

On May 26, 2022, the Company and UltraDx Limited (“UltraDx”), a company formed by ARCH Venture Partners (“ARCH”), entered into an agreement (the “UltraDx Agreement”).

Under the UltraDx Agreement, the Company agreed to supply UltraDx with HD-X instruments (both fully assembled and disassembled), assays and assay components, and granted a co-exclusive license to manufacture, seek Chinese regulatory approval of (including performance of any necessary research and development activities), and commercialize, HD-X instruments assembled in China and related assays in the Chinese in vitro diagnostic (“IVD”) market.

Refer to Note 16 - Related Party Transactions for a discussion of the related party relationships between Quanterix and these entities.

Under the UltraDx Agreement, the consideration due to the Company included cash proceeds and contingent, non-cash consideration in the form of ordinary shares of UltraDx with a deemed fair value of $ 1.0 million.

The issuance of the shares was contingent on UltraDx completing a preferred share financing under the terms and conditions in the UltraDx Agreement.

Given the uncertainty of the completion of the preferred share financing, the Company concluded that the non-cash consideration related to the ordinary shares was variable consideration that was fully constrained at contract inception.

In the second quarter of 2023, UltraDx completed the qualified preferred share financing and issued to the Company 1.0 million ordinary shares.

Refer to Note 6 - Fair Value of Financial Instruments for the Company’s disclosures related to determining the fair value of the shares received and Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.1 million, $ 1.8 million, and $ 1.9 million, respectively, of revenue from UltraDx.

The amount recognized during the year ended December 31, 2023 includes the one-time revenue from the receipt of the UltraDx shares.

Eli Lilly and Company Service Revenue Agreements

On February 25, 2022, the Company entered into a Master Collaboration Agreement with Eli Lilly and Company (“Lilly”) establishing a framework for future projects focused on the development of Simoa immunoassays (the “Lilly Collaboration Agreement”).

The Company also entered into an initial statement of work (the “SOW”) under the Lilly Collaboration Agreement to perform assay research and development services within the field of Alzheimer’s disease.

Under the SOW, the Company received $ 1.5 million per calendar quarter, which began in the first quarter of 2022.

The initial SOW automatically renewed on a quarterly basis.

During the second quarter of 2024, Lilly launched its CertuitAD test.

As a result, on May 14, 2024, Lilly provided notice to terminate the SOW in accordance with the terms of the Lilly Collaboration Agreement, effective August 22, 2024.

Under the terms of the SOW, the Company received a final quarterly payment of $ 1.5 million in the third quarter of 2024.

The Lilly Collaboration Agreement remains in effect and the Company continues to provide products and services to Lilly under other contractual arrangements.

Table of Cont ents

Concurrent with the execution of the Lilly Collaboration Agreement, the Company entered into a Technology License Agreement (the “Lilly License”) under which Lilly granted the Company a non-exclusive license to Lilly’s proprietary p-Tau 217 antibody technology for use in research use only products and services and future IVD applications within the field of Alzheimer’s disease.

In consideration of the Lilly License, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay royalties on net sales of licensed products.

In the third quarter of 2024, the Company announced that it will offer research use only instrumentation and consumables to develop p-Tau 217 blood tests and services using the p-Tau 217 antibody technology licensed from Lilly.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 4.5 million, $ 6.0 million, and $ 10.9 million, respectively, of revenue from the Lilly Collaboration Agreement.

Total collaboration and license revenue $ 1,380 $ — $ — $ 1,380

The following table disaggregates the Company’s revenue by technology type (in thousands):

Year Ended December 31,

2025 2024 2023

Product revenue:

Simoa $ 71,034 $ 79,740 $ 79,670

Spatial Biology 21,907 — —

Total product revenue $ 92,941 $ 79,740 $ 79,670

Service and other revenue:

Simoa $ 32,388 $ 51,244 $ 40,089

Spatial Biology 11,824 — —

Total service and other revenue $ 44,212 $ 51,244 $ 40,089

All of the Company's collaboration and license revenue was generated by Simoa technology.

Contract Assets

There were no contract assets as of December 31, 2024 or December 31, 2023.

There were no contract assets as of December 31, 2025 or 2024.

Deferred Revenue

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As of December 31, 2025, the aggregate amount of transaction prices allocated to performance obligations that were not yet satisfied, or were partially satisfied, was $ 26.6 million.

Of the performance obligations not yet satisfied or partially satisfied, $ 8.8 million is expected to be recognized as revenue in the next 12 months, with the remainder expected to be recognized thereafter.

The $ 9.9 million primarily consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services.

Costs to Obtain a Contract

Changes in costs to obtain a contract were as follows (in thousands):

2024 2023 2022

Balance at December 31 of prior year $ 288 $ 377 $ 440

Capitalization of costs to obtain a contract 362 528 1,387

Recognition of costs to obtain a contract ( 358 ) ( 617 ) ( 1,450 )

Balance at December 31 $ 292 $ 288 $ 377

The Company evaluates potential impairment of these amounts at each balance sheet date, and no related impairments were recorded during the years ended December 31, 2024, 2023, and 2022, respectively.

Grant Revenue

All of the Company's grant revenue is generated within North America.

Grant revenue for the years ended December 31, 2024, 2023, and 2022 was $ 2.0 million, $ 1.2 million, and $ 0.6 million, respectively.

On September 21, 2022, the Company and the National Institutes of Health (the “NIH”), an agency of the U.S.

Department of Health and Human Services, entered into a contract (the “NIH Grant”) with a total award value of $ 1.7 million.

The NIH granted the Company funding in support of the development of certain point-of-care diagnostic technologies through collaborative efforts.

Grant funding is to be used solely for activities related to the point-of-care diagnostic device development project and the contract period runs through August 2025.

Receipt of the award value occurs throughout the term of the contract period and after the Company submits for reimbursement of activities related to the grant.

As of December 31, 2024, the Company had received $ 1.1 million of the award value.

Table of Cont ents

During the years ended December 31, 2024 and 2023, grant revenue recognized was $ 0.8 million and $ 0.7 million, respectively, and research and development expenses incurred were $ 0.8 million and $ 0.6 million , respectively .

During the year ended December 31, 2022, grant revenue recognized and research and development expenses incurred were not material.

On March 24, 2022, the Company and the Alzheimer’s Drug Discovery Foundation (the “ADDF”) entered into a contract (the “ADDF Grant”) with a total funding value of $ 2.3 million.

The ADDF is a charitable venture philanthropy entity that granted the Company funding in support of certain activities for the development of an IVD test for early detection of Alzheimer's disease.

The ADDF Grant restricts the Company’s use of the granted funds solely for activities related to the Company’s Alzheimer’s diagnostic test development project and the contract period runs through June 2024.

Receipt of the contract funding was subject to achievement of pre-defined milestones, and as of December 31, 2023, the Company had received the total funding value of $ 2.3 million.

During the years ended December 31, 2024, 2023, and 2022, grant revenue recognized was $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively, and research and development expenses incurred were $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively.

As of December 31, 2024, the Company had no remaining deferred revenue related to the ADDF Grant.

Of this amount $ 20.7 million is expected to be recognized as revenue in the next 12 months, with the remaining $ 5.8 million expected to be recognized thereafter.

The $ 5.8 million primarily consists of amounts billed for undelivered services related to extended service-type warranties and research services.

Allowance for Credit Losses

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Balance at December 31 of prior year $ 1,042 $ 454 $ 118

Provision acquired through acquisition 1,015 — —

Provision for expected credit losses 1,465 712 729

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Balance at December 31 $ 2,368 $ 1,042 $ 454

Table of Cont ents

Marketable Securities

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Total marketable securities $ 88,314 $ 100 $ ( 21 ) $ 88,393

Marketable securities are reported in the following Consolidated Balance Sheets captions:

Marketable securities $ 232,413

Total marketable securities $ 232,413

As of December 31, 2024

5 unchanged sentences

Total marketable securities $ 232,309 $ 256 $ ( 152 ) $ 232,413

Marketable securities are recorded in the following Consolidated Balance Sheets captions:

Cash and cash equivalents $ 6,893

Marketable securities 146,902

Total marketable securities $ 153,795

The following table shows the fair value and gross unrealized losses of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by major security type and length of time that the individual securities have been in a continuous unrealized loss position (in thousands):

Less Than 12 Months

As of December 31, 2024 Fair Value Unrealized Losses

Treasuries $ 35,085 $ ( 53 )

The following table shows the fair value and gross unrealized losses of the Company’s marketable securities aggregated by major security type and length of time that the individual securities have been in a continuous unrealized loss position (in thousands):

Less Than 12 Months Greater Than 12 Months

As of December 31, 2025 Fair Value Unrealized Losses Fair Value Unrealized Losses

Government agency bonds $ 450 $ — $ 3,589 $ ( 1 )

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As of December 31, 2024 Fair Value Unrealized Losses

Commercial paper $ 32,137 $ ( 12 )

Treasuries $ 35,085 $ ( 53 )

Government agency bonds 32,148 ( 98 )

1 unchanged sentence

Total $ 74,648 $ ( 152 )

Table of Cont ents

The Company did not have any individual securities in a continuous loss position for greater than 12 months, and there were no individual securities that were in a significant unrealized loss position as of December 31, 2024 or 2023.

For marketable securities in an unrealized loss position, the Company does not intend to sell them before recovery of their amortized cost bases, it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost bases, and the unrealized losses are not credit related.

Accordingly, the Company has not recorded any impairment losses or a credit loss allowance.

The Company did not sell any marketable securities or record any realized gains or losses for the years ended December 31, 2024 and 2023.

As of December 31, 2024, the Company did not have any individual securities in a continuous loss position for greater than 12 months, and there were no individual securities that were in a significant unrealized loss position.

For marketable securities in an unrealized loss position, the Company does not intend to sell them, it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost bases, and the unrealized losses are not credit related.

During the year ended December 31, 2025, the Company sold $ 35.9 million of marketable securities.

Realized gains related to the sale were not material.

The Company did not sell any marketable securities or record any realized gains or losses for the year ended December 31, 2024 and 2023.

Additionally, the Company has not recorded any impairment losses or a credit loss allowance on its marketable securities.

At December 31, 2025 and 2024, the Company had $ 0.7 million and $ 1.6 million of accrued interest receivable on its marketable securities, respectively.

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Due in one to two years 17,260 17,252 35,168 35,107

Total $ 232,309 $ 232,413 $ 153,470 $ 153,795

Total marketable securities $ 88,314 $ 88,393 $ 232,309 $ 232,413

Fair Value of Financial Instruments

Recurring Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis (in thousands):

The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis (in thousands):

As of December 31, 2025 Total Quoted prices in active markets (Level 1) Significant other observable inputs

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Total financial assets $ 105,612 $ 17,219 $ 88,393 $ —

Table of Cont ents

Financial liabilities:

Contingent liabilities (2) $ 5,684 $ — $ — $ 5,684

Total financial liabilities $ 5,684 $ — $ — $ 5,684

As of December 31, 2024 Total Quoted prices in active markets (Level 1) Significant other observable inputs

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Money market funds $ 44,426 $ 44,426 $ — $ —

Commercial paper 1,996 — 1,996 —

Treasuries 4,897 — 4,897 —

Total cash equivalents 44,426 44,426 — —

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Commercial paper 1,494 — 1,494 —

Treasuries 61,857 — 61,857 —

Government agency bonds 93,978 — 93,978 —

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(1) Included in cash and cash equivalents on the Consolidated Balance Sheets.

(2) The Company's recurring fair value measurements using Level 3 inputs related to the Company's contingent consideration liability from the acquisition of Emission and the contingent liability assumed in the acquisition of Akoya.

Cash equivalents and marketable securities classified as Level 2 financial assets are initially valued at their purchase price and subsequently valued at the end of each reporting period utilizing third party pricing services or other observable data.

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These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates, and other industry and economic events.

Nonrecurring Fair Value Measurements

In the second quarter of 2023, the Company received 1.0 million ordinary shares in UltraDx under the UltraDx Agreement (refer to Note 3 - Revenue and Related Matters ).

As UltraDx is a privately held entity, there is minimal market activity or other financial information available to determine the fair value of UltraDx’s shares and therefore this investment is considered a Level 3 financial asset.

Pursuant to ASC 321 – Investments – Equity Securities , the Company uses the measurement alternative for equity investments without readily determinable fair values and recognizes its equity investment in UltraDx at cost, less any impairment, and adjusted for any observable price changes in orderly transactions.

The ordinary shares received were valued at $ 0.8 million upon receipt, primarily using the third-party purchase price of similar interests issued during UltraDx’s financing that closed in the second quarter of 2023.

Changes in the inputs and assumptions used would have resulted in a higher or lower fair value measurement.

The Company’s non-marketable equity investment in UltraDx contains certain restrictions related to the sale or transfer of the securities.

The restrictions are in place indefinitely and cannot lapse.

No adjustment to the fair value was required as a result of adopting ASU 2022-03 on January 1, 2024.

During the year ended December 31, 2024, the Company did not record adjustments to the fair value of its non-marketable equity investment.

To date, the cumulative fair value adjustments have not been material.

As of both December 31, 2024 and December 31, 2023, the carrying value of the Company’s Level 3 financial asset was $ 0.8 million and is included in other non-current assets on the Consolidated Balance Sheets.

Refer to Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities.

Level 3 Financial Instruments

The following table presents the changes in the Company's Level 3 financial instruments measured at fair value on a recurring basis, which consist of contingent liabilities:

Level 3 Liabilities

Emission (1) PKI License (2) Total

Balance as of December 31, 2024 $ — $ — $ —

Acquisition 6,612 3,619 10,231

Change in fair value of contingent liabilities ( 4,624 ) 77 ( 4,547 )

Balance as of December 31, 2025 $ 1,988 $ 3,696 $ 5,684

(1) Earnout 2 requires additional consideration to be paid to the selling shareholders based on the amount and timing of certain performance targets.

Earnout 2 is measured and paid over a five year period ending December 2029.

(2) As part of Akoya's 2018 acquisition of the Quantitative Pathology Solutions division of Perkin Elmer, Inc., subsequently known as Revvity, Inc.

("PKI"), Akoya entered into a license agreement with PKI (the "PKI License") (refer to Note 16 - Commitments and Contingencies) .

The Company recognizes the assumed contingent liability at fair value in accordance with ASC 805.

The PKI License is measured and paid over the remaining eight year period ending March 2033.

Monte-Carlo simulations and discounted cash flow analyses were used to determine the fair values of the Level 3 liabilities, including the following significant unobservable inputs:

projected revenue, a risk adjusted discount rate, and revenue volatility.

Changes in fair value subsequent to the acquisition date were due to updated valuation inputs and the passage of time.

Increases or decreases in the inputs would have resulted in higher or lower fair value measurements.

The range of outcomes payable for Earnout 2 is zero to $ 50.0 million.

It is not possible to estimate a range of outcomes payable for the PKI License as there is no cap on the amount that could be earned.

The fair value of the contingent liabilities are recorded in accrued expenses and other current liabilities and non-current portion of contingent liabilities on the Consolidated Balance Sheets.

Changes in fair value are recorded in change in fair value of contingent liabilities on the Consolidated Statements of Operations.

Other Fair Value Disclosures

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Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 financial assets.

Table of Cont ents

Inventory, net of inventory reserves, consisted of the following (in thousands):

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Laboratory and manufacturing equipment $ 20,211 $ 14,648

Demo inventory 2,650 —

Furniture and fixtures 7,332 1,999

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Substantially all of the Company’s property and equipment is located in North America.

During the year ended December 31, 2023, the Company had $ 0.8 million of disposals related to equipment no longer being used by the Company.

There were no material disposals during the years ended December 31, 2025, 2024, and 2023.

For the year ended December 31, 2024, the Company did not record any impairments related to property and equipment.

For the years ended December 31, 2023 and 2022, except for the impairments related to leasehold improvements associated with two leased facilities that were not being used at the time (refer to Note 14 - Leases) , impairments related to property and equipment were not material.

For the years ended December 31, 2025, and 2024 the Company did not record any impairments related to property and equipment.

Refer to Note 15 - Leases for discussion related to the impairment of leasehold improvements in 2023.

As of December 31, 2025 and 2024, total gross capitalized software development costs were $ 4.4 million and $ 4.3 million, respectively.

Depreciation of capitalized software costs was $ 0.8 million for the year ended December 31, 2024 and was not material for the years ended December 31, 2023 and 2022.

Depreciation of capitalized software costs was $ 1.2 million for the year ended December 31, 2025, and not material for the years ended December 31, 2024, and 2023.

Accrued Expenses and Other Current Liabilities

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Accrued tax liabilities 1,125 1,018

Acquisition holdback (1) 1,000 —

Off-market liability (2) 6,869 —

Other accrued expenses 4,027 1,575

Total accrued expenses and other current liabilities $ 17,571 $ 8,851

Table of Cont ents

(1) Represents the holdback associated with the Emission acquisition.

Refer to Note 3 - Acquisitions .

(2) Represents the current portion of an off-market component of an acquired customer contract in the acquisition of Akoya.

Refer to Note 3 - Acquisitions .

Stock-Based Compensation

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In December 2017, the Company adopted the 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”), under which it may grant incentive stock options, non-qualified stock options, RSUs, and other stock-based awards.

As of December 31, 2017, the 2017 Plan allowed for the issuance of (1) up to 1.0 million shares of common stock and (2) up to 2.5 million shares of common stock represented by awards granted under the 2007 Stock Option and Grant Plan (which was terminated upon completion of the Company’s initial public offering) that were forfeited, expired, or cancelled without delivery of shares or which result in the forfeiture of shares of common stock back to the Company on or after the date the 2017 Plan became effective.

after the date the 2017 Plan became effective.

The 2017 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of common stock available for issuance under the 2017 Plan on the first day of each fiscal year during the period beginning in 2019 and ending in 2027.

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The 2017 ESPP provides for six-month offering periods commencing and ending on March 1 through August 31, and September 1 through February 28.

During the years ended December 31, 2024, 2023, and 2022, employees purchased 78 thousand, 121 thousand, and 57 thousand shares, respectively, of the Company’s common stock pursuant to the 2017 ESPP.

During the years ended December 31, 2025, 2024, and 2023, employees purchased 0.2 million, 0.1 million, and 0.1 million shares, respectively, of the Company’s common stock pursuant to the 2017 ESPP.

In July 2025, the Company adopted the Quanterix Corporation Restricted Stock Unit Inducement Awards Plan (the "Inducement Plan").

The Inducement Plan allows for issuance of up to 0.5 million shares of Quanterix common stock, consisting of:

(i) up to 0.2 million shares of Quanterix common stock that may be become available for issuance again under the 2021 Akoya Equity Incentive Plan pursuant to the terms of such plan and (ii) 0.3 million shares of Quanterix common stock issuable upon vesting of restricted stock units granted to Akoya employees as an inducement to employment with Quanterix following the Merger.

In November 2025, the Company adopted the 2025 Inducement Plan which allows for issuance of up to 0.9 million shares of Quanterix Common Stock, par value $ 0.001 per share.

In accordance with Nasdaq listing rules, equity awards issued under the Inducement Plan and the 2025 Inducement Plan are restricted to individuals who are not already employees or directors of the Company.

Stock Options

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Vested and expected to vest at December 31, 2025 4,880 $ 14.89 7.9 $ 170

The total intrinsic value of stock options exercised was $ 1.9 million in 2024, $ 1.9 million in 2023, and $ 3.4 million in 2022.

Table of Cont ents

The weighted average grant-date fair value per share of awards granted was $ 5.85 in 2025, $ 14.43 in 2024, and $ 10.63 in 2023.

The total intrinsic value of stock options exercised was not material in 2025, $ 1.9 million in 2024, and $ 1.9 million in 2023.

Restricted Stock Units

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Unvested as of December 31, 2024 1,115 $ 18.55

Assumed through acquisition of Akoya (1) 253 6.54

Granted 1,619 7.76

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Expected to convert at December 31, 2025 1,575 $ 11.33

(1) Refer to Note 3 - Acquisitions .

The weighted average grant-date fair value per share of awards granted was $ 7.76 in 2025, $ 21.51 in 2024, and $ 15.90 in 2023.The total fair value of shares that vested was $ 13.0 million in 2025, $ 10.3 million in 2024, and $ 10.4 million in 2023.

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Selling, general and administrative 16,669 15,596 13,147

Total stock-based compensation $ 19,987 $ 16,823 $ 15,383

Total stock-based compensation expense $ 20,718 $ 19,987 $ 16,823

As of December 31, 2025, there was $ 30.7 million of total unrecognized stock-based compensation expense related to unvested RSUs and stock options, which is expected to be recognized over the remaining weighted-average vesting period of 2.5 years.

Table of Cont ents

The fair value of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions:

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Total dilutive shares 7,397 4,910 4,319

Table of Cont ents

The following table presents the components of loss before income taxes (in thousands):

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Foreign 540 1,871 2,720

Total loss before income taxes $ ( 38,097 ) $ ( 27,635 ) $ ( 99,410 )

The following table summarizes income tax (expense) benefit (in thousands):

Loss before income taxes $ ( 112,271 ) $ ( 38,097 ) $ ( 27,635 )

The following table presents the components of the Company's income tax benefit (expense) (in thousands):

Year Ended December 31,

2025 2024 2023

United States

Federal $ — $ — $ —

State ( 37 ) ( 161 ) ( 87 )

Current taxes:

United States - State $ ( 93 ) $ ( 37 ) $ ( 161 )

Foreign ( 416 ) ( 683 ) ( 850 )

Total current income tax provision ( 720 ) ( 1,011 ) ( 459 )

Total current taxes ( 509 ) ( 720 ) ( 1,011 )

Deferred taxes:

United States

Federal 4,447 — —

State 802 — —

Foreign 381 286 292

Total deferred income tax benefit 286 292 295

Total income tax expense $ ( 434 ) $ ( 719 ) $ ( 164 )

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

Total deferred taxes 5,630 286 292

Income tax benefit (expense) $ 5,121 $ ( 434 ) $ ( 719 )

Effective Tax Rate Reconciliation

In accordance with the Company's prospective adoption of ASU 2023-09 effective for its annual financial statements beginning January 1, 2025, the following table is a reconciliation of the Company's income taxes and its effective tax rate as compared to the United States ("U.S.") federal statutory income tax rate of 21.0 % for the year ended December 31, 2025 (in thousands, except percentages):

Year Ended December 31, 2025

2024 2023 2022

Federal statutory income tax rate 21.0 % 21.0 % 21.0 %

Non-deductible executive compensation ( 3.2 ) % ( 2.6 ) % — %

State taxes, net of federal benefit 2.7 % ( 0.3 %) 2.8 %

federal statutory income tax $ 23,577 21.0 %

state and local income tax, net of federal income tax effect (1) 555 0.5 %

Foreign tax effects ( 55 ) — %

Effect of cross border transactions ( 72 ) ( 0.1 ) %

Nontaxable or nondeductible items

Transaction costs ( 2,187 ) ( 1.9 ) %

Goodwill impairment ( 1,339 ) ( 1.2 ) %

Stock compensation ( 2,281 ) ( 2.0 ) %

Limitation on executive compensation ( 710 ) ( 0.6 ) %

Other nondeductible items ( 1,235 ) ( 1.1 ) %

Tax credits 293 0.3 %

Stock-based compensation ( 2.4 ) % ( 1.6 ) % ( 2.4 %)

Permanent items ( 0.3 ) % ( 0.6 ) % ( 0.3 ) %

Change in valuation allowance ( 11,411 ) ( 10.3 ) %

Impairment of goodwill — % — % ( 1.6 %)

Other items ( 14 ) — %

Income tax benefit and effective tax rate $ 5,121 4.6 %

(1) The state that contributes to the majority of the state and local tax effect is Massachusetts.

The Company's effective income tax rate for 2025 differs from the U.S.

federal statutory rate primarily as a result of the valuation allowance maintained against the Company’s net deferred tax assets as well as non-deductible items including stock-based compensation, transactions costs, and goodwill impairment.

A reconciliation of the Company's effective tax rate as compared to the U.S.

federal statutory income tax rate of 21.0 % for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09, was as follows:

Year Ended December 31,

federal statutory tax rate 21.0 % 21.0 %

state income taxes, net of federal benefit 2.7 % ( 0.3 ) %

Change in valuation allowance ( 22.5 ) % ( 24.3 ) %

Non-deductible stock compensation ( 2.4 ) % ( 1.6 ) %

Permanent items ( 0.3 ) % ( 0.6 ) %

Non-deductible executive compensation ( 3.2 ) % ( 2.6 ) %

Tax credits 4.0 % 4.9 %

Other ( 0.4 ) % 0.9 %

Effective income tax rate ( 1.1 ) % ( 2.6 ) % ( 0.2 %)

The effective income tax rate differs from the U.S.

federal statutory rate of 21.0 % primarily as a result of the valuation allowance maintained against the Company’s net deferred tax assets.

Table of Cont ents

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

Effective tax rate ( 1.1 ) % ( 2.6 ) %

Deferred Tax Assets and Liabilities

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

The Company records deferred tax assets in other non-current assets and deferred tax liabilities in other non-current liabilities on the Consolidated Balance Sheets.

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):

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Capitalized R&D costs 16,784 13,753

Lease liability 9,093 9,948

Lease liabilities 8,802 9,093

Other deferred tax assets 653 497

Non deductible interest - 163(j) 3,839 —

Accrual and reserves 5,107 1,876

Total deferred tax assets 123,872 115,906

Gross deferred tax assets 209,040 123,872

valuation allowances ( 177,108 ) ( 118,663 )

Net deferred tax assets $ 5,209 $ 5,824

Total deferred tax assets 31,932 5,209

Deferred tax liabilities:

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Other deferred tax liabilities ( 273 ) ( 71 )

Net deferred tax (liability) asset $ ( 800 ) $ ( 1,177 )

The Company records deferred tax liabilities in other non-current liabilities on the Consolidated Balance Sheets.

The Company’s change in its valuation allowance account related to deferred tax assets was as follows (in thousands):

Total deferred tax liabilities ( 32,376 ) ( 6,009 )

Net deferred tax liabilities $ ( 444 ) $ ( 800 )

The change in the Company's valuation allowance was as follows (in thousands):

Balance at December 31 of prior year $ 118,663 $ 110,082

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Balance at December 31 $ 177,108 $ 118,663

The valuation allowance increased during the year ended December 31, 2024 primarily as a result of the U.S.

The increase in the valuation allowance during the year ended December 31, 2025 was primarily due to U.S.

operating losses incurred.

The increase was partially offset by the release of a portion of the valuation allocation related to taxable temporary differences recorded as part of the Emission and Akoya acquisitions.

These temporary differences are treated as a source of income for pre-existing U.S.

federal and state deferred tax assets.

In determining the need for a valuation allowance, the Company considers the cumulative book income and loss positions of each of its entities, as well as its worldwide cumulative loss position.

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At December 31, 2025, the Company maintained a full valuation allowance against its worldwide net deferred tax assets, as it concluded that it was more likely than not that the deferred assets will not be utilized.

Tax Attributes

As of December 31, 2025, the Company had U.S.

federal net operating losses (“NOLs”) of approximately $ 320.0 million.

federal NOLs of approximately $ 597.7 million.

federal NOLs generated through December 31, 2017 of approximately $ 111.1 million expire at various dates through 2037, and U.S.

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federal tax credit carryforwards of approximately $ 13.2 million that expire at various dates through 2045.

Table of Cont ents

As of December 31, 2025, the Company had $ 374.4 million of state NOLs, approximately $ 348.4 million of which expire at various dates through 2045, and approximately $ 26.0 million of which do not expire.

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Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-ownership change NOLs and other pre-ownership change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited.

In general, an ownership change occurs if there is a cumulative change in an entity’s ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period.

Generally, an ownership change occurs if there is a cumulative change in an entity’s ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period.

Similar rules may apply under U.S.

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federal and state taxable income and taxes may be subject to significant limitations.

For the years ended December 31, 2024, 2023, and 2022, the Company had no tax reserves accrued for uncertain tax positions.

The Company is subject to taxation in the United States as well as the Netherlands, Sweden, and China.

As of December 31, 2025, the Company has not completed a Section 382 analysis.

Unrecognized Tax Benefits

Liabilities for unrecognized tax benefits related to uncertain tax positions are classified as other unrecognized tax benefits.

These unrecognized benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including management’s judgment in the interpretation of applicable tax law, regulation of tax rulings, the progress of tax audits, and the closing of statute of limitations.

For the year ended December 31, 2025, the Company increased its gross unrecognized tax benefits $ 9.8 million, primarily due to tax benefits relating to federal and state research and development tax credits.

These unrecognized tax benefits were related to tax positions taken by Akoya in prior years.

The unrecognized tax benefits were recorded as a

reduction to the related deferred tax asset.

If recognized in the future, the entire $ 9.8 million would not impact the Company's effective tax rate due to the current valuation allowance recorded.

As a result, it is estimated that any future release would increase the valuation allowance and not generate an income rate benefit.

Prior to 2025, the Company did not have any unrecognized tax benefits.

At December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

Interest and penalty charges, if any, would be classified as income tax benefit (expense) in the Consolidated Statements of Operations.

Other Tax Disclosures

The Company is subject to taxation in the United States as well as the Netherlands, Sweden, China, and the United Kingdom.

At December 31, 2025, the Company is generally no longer subject to examination by taxing authorities in the United States for years prior to 2022.

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The Company’s foreign subsidiaries remain open to examination by taxing authorities from 2018 onward.

As of December 31, 2024, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $ 3.4 million and the amount of tax due on remittance would not be material.

The Company intends to indefinitely reinvest these earnings and expects future U.S.

cash generation to be sufficient to meet future U.S.

Intangible Assets

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):

As of December 31, 2024

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Know-how 8.5 $ 13,000 $ ( 7,057 ) $ ( 2,093 ) $ 3,850 3.0

Developed technology 7 1,650 ( 1,645 ) — 5 0.1

Customer relationships 8.5 - 10

1,360 ( 1,166 ) ( 18 ) 176 3.1

Non-compete agreements 5.5 340 ( 285 ) ( 55 ) — —

Trade names 3 50 ( 50 ) — — —

Total $ 16,400 $ ( 10,203 ) $ ( 2,166 ) $ 4,031

Table of Cont ents

As of December 31, 2023

Life (in years) Gross Carrying

Value Accumulated

Amortization Cumulative

Adjustment Net Carrying

Value Weighted Average

Life Remaining (in years)

Know-how 8.5 $ 13,000 $ ( 6,326 ) $ ( 1,050 ) $ 5,624 4.0

Developed technology 7 1,650 ( 1,581 ) — 69 1.1

Customer relationships 8.5 - 10

1,360 ( 1,067 ) ( 9 ) 284 4.1

Non-compete agreements 5.5 340 ( 256 ) ( 27 ) 57 1.0

Trade names 3 50 ( 50 ) — — —

Total $ 16,400 $ ( 9,280 ) $ ( 1,086 ) $ 6,034

The Company recorded amortization expense of $ 1.6 million for both years ended December 31, 2024 and 2023 and $ 1.8 million for the year ended December 31, 2022.

Amortization of know-how is recorded in cost of goods sold;

amortization of developed technology is recorded in research and development expenses;

and amortization of customer relationships, non-compete agreements and trade names are recorded in selling, general and administrative expenses on the Consolidated Statements of Operations.

Future estimated amortization expense is as follows (amounts in thousands):

As of December 31, 2024

Total amortization expense $ 4,031

As part of the Restructuring Plan in the third quarter of 2022 (refer to Note 18 - Restructuring ), the Company decided not to use two leased facilities in its operations and attempted to sublease the vacant space to recover a portion of the total lease costs.

The Company’s decision to not use the leased facilities moved the related ROU assets and leasehold improvements into their own asset groups and triggered an impairment assessment over those asset groups.

The impairment assessments, along with continued quarterly reassessments, resulted in the Company recording impairment charges to the related ROU assets and leasehold improvements during the years ended December 31, 2023 and 2022 as further described in Note 18 - Restructuring.

During the fourth quarter of 2024, the Company began to utilize one of these two leased facilities, while the other unused facility remained its own asset group.

The Company continued to reassess the ROU asset and leasehold improvements from the unused facility and there were no impairments recorded in 2024.

The carrying value of ROU assets and leasehold improvements for facilities not being used as of December 31, 2024 and 2023 were $ 0.8 million and $ 10.1 million, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

These changes are reflected in our results for the year ended December 31, 2025 and did not have a material impact.

Cash Paid for Taxes

The following table summarizes income taxes paid in 2025 (in thousands):

Year Ended December 31, 2025

Massachusetts

Other states 44

Other foreign jurisdictions

Total income taxes paid

Cash paid for taxes for the years ended December 31, 2024 and 2023 was $ 0.9 million and $ 0.8 million, respectively.

During the year ended December 31, 2025, the Company acquired certain leases through the acquisition of Akoya and did not enter into any material leases.

At December 31, 2025, the Company had no additional leases which had not yet commenced.

Substantially all of the Company’s leases are located in North America.

Table of Cont ents

The Company has leased facilities, including leases acquired in acquisitions, that are vacant and are not used in its operations.

At the point a decision is made to stop use of a leased facility, the Company moves the related ROU asset and leasehold improvements into their own asset group and performs quarterly impairment assessments.

The impairment analyses evaluate the present value of net cash flows under the original leases and the estimated cash flows under an estimated sublease and considered industry and economic factors such as rental rates, interest rates, and recent real estate activities to estimate the net cash flows analysis and impairment amount.

These assessments indicated the ROU asset for certain facilities were fully impaired, which resulted in the Company recording an impairment charge of $ 1.4 million during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company did not record any

lease related impairments.

During the year ended December 31, 2023, the Company recorded a $ 1.3 million impairment charge related to unused ROU assets and leasehold improvements.

The components of the lease costs and supplemental cash flow information relating to the Company's leases were as follows (in thousands):

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Short-term and variable lease cost 5,692 4,359 3,996

Total lease cost $ 9,308 $ 9,205 $ 8,905

Total operating lease cost $ 11,662 $ 9,308 $ 9,205

Year Ended December 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 9,887 $ 8,554

Weighted average remaining lease term - operating leases (years) 5.8 6.8

Weighted average remaining lease term - operating leases (in years) 4.4 5.8

Weighted average discount rate - operating leases 7.71 % 7.92 %

The undiscounted future lease payments for non-cancelable operating leases were as follows (in thousands):

Maturity of lease liabilities As of December 31, 2024

The undiscounted future lease payments for non-cancelable operating leases as of December 31, 2025 were as follows (in thousands):

Maturity of lease liabilities as of December 31, 2025 Operating Leases

2026 $ 10,205

Thereafter 695

Total lease payments 43,845

imputed interest ( 8,740 )

Total operating lease liabilities $ 37,371

Operating lease balances presented on the Consolidated Balance Sheets were as follows (in thousands):

As of December 31, 2024

Operating lease ROU assets $ 16,339

Operating lease liabilities $ 4,756

Operating lease liabilities, net of current portion 32,615

Less imputed interest ( 6,606 )

Total operating lease liabilities $ 37,239

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The Company’s total purchase commitments under these agreements as of December 31, 2025 was $ 1.1 million, most of which the Company expects to incur in the year ending December 31, 2026.

Table of Cont ents

License Agreements

Eli Lilly and Company

In February 2022, the Company and Eli Lilly and Company ("Lilly") entered into a Technology License Agreement (the "Lilly License") under which Lilly granted a non-exclusive license to Lilly’s proprietary p-Tau 217 antibody technology for use by the Company in RUO products, services, and future in vitro diagnostics ("IVD") applications within the field of Alzheimer’s disease.

Pursuant to the Lilly License, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay royalties on net sales of licensed products.

Harvard University

In August 2022, the Company and Harvard University ("Harvard") entered into an exclusive license agreement (the "Harvard License Agreement") for certain intellectual property owned by Harvard.

Pursuant to the Harvard License Agreement, the Company paid an upfront fee of $ 0.6 million, which was recorded in research and development expenses on the Consolidated Statements of Operations.

Under this license, the Company is required to pay Harvard low single-digit royalties on net sales of products and services using the licensed technology, as well as a portion of its applicable sublicense revenues.

The Company incurred no royalty expense under the Harvard License Agreement for the years ended December 31, 2024 and 2023.

Under the Harvard License Agreement, the Company paid an upfront fee, and is required to pay Harvard low single-digit royalties on net sales of products and services using the licensed technology as well as a portion of its applicable sublicense revenues.

The Company incurred no royalty expense under the Harvard License Agreement for the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to Note 17 - Related Party Transactions for a discussion of a related party relationship with Harvard.

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Refer to Note 17 - Related Party Transactions for a discussion of a related party relationship with Tufts.

Stanford University

In November 2015, Akoya and Stanford University ("Stanford") entered into a license agreement (the "Stanford License Agreement ") to use certain patent rights owned by Stanford to make and sell products and services (the "Stanford Licensed Products").

The Stanford License Agreement, which was subsequently amended, is exclusive and sublicensable, and the Company is obligated to use commercially reasonable efforts to develop, manufacture, sell, and develop markets for Stanford Licensed Products.

The Stanford License Agreement will continue until the expiration, revocation, invalidation or abandonment of the last licensed patent or patent application, the last of which is set to expire in 2036, unless terminated earlier in accordance with its terms.

Subject to Stanford’s approval, the Company controls the prosecution and maintenance of the licensed patents.

Under the Stanford License Agreement, the Company is required to pay Stanford annual license maintenance fees, make certain milestone payments based on specified patent issuance and sales milestone events, and pay Stanford low single-digit royalty on net sales of Stanford Licensed Products and a portion of any sublicensing income.

Royalty expenses related to the Stanford License Agreement incurred during the year ended December 31, 2025 were not material.

University of Washington

In June 2018, Akoya and the University of Washington (the "University") entered into an license agreement (the "University License Agreement") to use certain patent rights owned by the University to make and sell products and services (the "University Licensed Products").

The University License Agreement is exclusive and sublicensable, and the Company is obligated to use commercially reasonable efforts to develop, manufacture, sell, and develop markets for University Licensed Products.

The University License Agreement will continue until the expiration, revocation, invalidation or abandonment of the last licensed patent or patent application, the last of which is set to expire in 2032, unless terminated earlier in accordance with its terms.

Subject to the University's approval, the Company controls the prosecution and maintenance of the licensed patents.

Under the University License Agreement, the Company is required to make certain milestone payments based on the achievement of certain commercial milestones and pay low single-digit royalty on net sales of University Licensed Products, subject to certain minimum annual royalty payments and potential reductions based on a royalty-stacking allowance for certain third-party rights, as well as sharing a portion of any non-royalty sublicensing income.

Royalty expenses related to the University License Agreement incurred during the year ended December 31, 2025 were not material.

Under the PKI License acquired as part of the acquisition of Akoya, PKI granted Akoya an exclusive, nontransferable, sublicensable license under certain patent rights to make, use, import, and commercialize certain products and services.

The Company is required to pay single digit royalties through March 2033 on net sales of products and services that are covered by patent rights under the PKI License.

Royalty expense under the PKI License for the year ended December 31, 2025 was not material.

Refer to Note 8 - Fair Value of Financial Instruments for further discussion.

Legal Contingencies

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Related Party Transactions

Akoya, which the Company acquired in July 2025, is party to a diagnostic development agreement with a biopharmaceutical customer of Akoya's.

A member of the Company's board of directors also serves on the board of directors of the biopharmaceutical customer.

Revenue recorded from sales of products and services to this customer was $ 4.8 million for the year ended December 31, 2025.

Cost of product revenue for goods and services delivered to this customer was $ 4.6 million for the year ended December 31, 2025.

At December 31, 2025, the Company had $ 8.2 million of deferred revenue related to this customer and did not have any open payables to or open receivables from the customer.

In the first quarter of 2025, the Company entered into agreements with two entities owned by selling shareholders of Emission (refer to Note 3 - Acquisitions ) to continue development work on certain future products for Quanterix.

At December 31, 2025, the Company did not have any open payable balances with these entities.

During 2025, the Company paid Earnout 1 (refer to Note 3 - Acquisitions), a portion of which was paid to these entities .

In August 2022, the Company entered into the Harvard License Agreement for certain intellectual property owned by Harvard (refer to Note 16 - Commitments and Contingencies ).

Harvard is obligated to pay a portion of the payments received from the Company under the Harvard License Agreement to a member of the Company’s Board of Directors.

A member of the Company’s Board of Directors is also affiliated with Harvard and Mass General Brigham.

Harvard is obligated to pay a portion of the payments received from the Company under the Harvard License Agreement to a former member of the Company’s board of directors.

This individual is also affiliated with Harvard and Mass General Brigham.

Revenue recorded from sales of products and services to Harvard and its affiliates and to Mass General Brigham and its affiliates totaled $ 1.5 million, $ 2.2 million, and $ 1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Cost of product revenue and operating expenses with Harvard and its affiliates and Mass General Brigham and its affiliates was $ 0.3 million and $ 0.3 million for the year ended December 31, 2024 and December 31, 2023, respectively, and was not material for the year ended 2022.

At December 31, 2024 and 2023, open payables to and receivable balances from Harvard and Mass General Brigham were $ 0.7 million and not material, respectively.

Cost of product revenue and operating expenses with Harvard and its affiliates and Mass General Brigham and its affiliates were not material for the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2025 and 2024, open payables to and receivable balances from Harvard and Mass General Brigham were not material.

In June 2007, the Company entered into the Tufts License Agreement for certain intellectual property owned by Tufts (refer to Note 16 - Commitments and Contingencies ).

A member of the Company’s Board of Directors was previously affiliated with Tufts.

This Board member continues to receive compensation from Tufts on a formulaic basis based on royalties and license payments the Company makes to Tufts.

A former member of the Company’s board of directors who served on the board of directors during the year ended December 31, 2025, was previously affiliated with Tufts.

This Board member continued to receive compensation from Tufts on a formulaic basis based on royalties and license payments the Company makes to Tufts while on the Board of Directors of the Company.

At December 31, 2025 and 2024, open payable balances to Tufts were not material.

As discussed in Note 3 - Revenue and Related Matters , on May 26, 2022, the Company and UltraDx, a company formed by ARCH, entered into the UltraDx Agreement to supply certain instruments and to grant certain licenses.

At contract inception, the Company determined that UltraDx was a related party because a member of the Company’s Board of Directors was affiliated with ARCH and UltraDx.

As of June 7, 2023, this individual was no longer a member of the

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Company’s Board of Directors.

Cost of product revenue with UltraDx was not material, $ 0.3 million, and $ 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024 and 2023, there were no open payable balances to UltraDx and open receivable balances from UltraDx were not material.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and assess performance.

The Company’s CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of December 31, 2024.

The Company’s proprietary digital “Simoa” detection technology is used across all parts of the business to derive revenues through the sale of instruments, consumables, Accelerator Laboratory and LDT services, and warranties.

The Company’s accounting policies apply in the same manner across the business.

The Company’s CODM is the chief executive officer.

As a result of the acquisition of Akoya, the Company reassessed its operating segments and concluded that the Company continues to operate as one reportable segment as of December 31, 2025.

This operating segment is focused on development and commercialization of comprehensive protein biomarker solutions that identify signatures in blood and tissue to provide insights to providers, patients, and research organizations.

The Company utilizes consolidated net loss as the measure of segment profitability (loss) as required by ASU 2023-07.

The CODM uses this measure, along with the significant revenue and expense lines included below, when analyzing the Company’s operations and performance and determining how to allocate resources.

These measures are consistently used by the CODM in comparing budgeted results versus actuals, in determining when or where to invest resources into specific areas of the business, and for decision on strategic initiatives.

The CODM uses this measure, along with the significant revenue and expense lines included in the table below, when analyzing the Company’s operations and performance and determining how to allocate resources.

These measures are consistently used by the CODM in comparing budgeted results versus actuals, in determining when or where to invest resources into the business, and for decisions on strategic initiatives, all of which is assessed at the consolidated level.

The following table presents the reconciliation of significant segment information reviewed by the CODM to consolidated net loss:

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Consolidated net loss $ 107,150 $ 38,531 $ 28,354

(1) Expenses consist of research and development and selling, general and administrative expenses from the Consolidated Statements of Operations and exclude shipping and handling costs.

(1) Expenses consist of research and development and selling, general and administrative from the Consolidated Statements of Operations and exclude shipping and handling costs.

(2) Other segment items represent discrete events, non-recurring transactions, or insignificant items that are not used by the CODM to evaluate the Company’s performance or allocate resources, and include:

Impairment and restructuring – charges recorded as a result of the Restructuring Plan (refer to Note 18 - Restructuring) , including impairment of the Company's goodwill and a portion of the Company's long-lived assets;

Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities the Company is not using;

Impairment and restructuring costs – impairment charges for goodwill and other long-lived assets, and costs associated with approved restructuring plans, including costs to implement restructurings and employee separation costs;

Change in fair value of contingent liabilities – changes in the fair value of contingent payments as a result of updated valuation inputs;

Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities not in use;

Interest income – interest earned on cash, cash equivalents, and marketable securities, and the accretion of discounts on marketable securities;

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Income tax benefit (expense) – income taxes related to federal, state, and foreign jurisdictions in which the Company conducts business.

The CODM reviews cash usage as part of evaluating the Company’s performance but does not review or evaluate any other assets.

The CODM also reviews consolidated balance sheet accounts and activity including cash usage and other working capital changes using the balances as reported on the Consolidated Balance Sheets

There have been no changes to the methods used to determine segment profit or loss, or the significant segment captions, across any of the periods presented.

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Restructuring

Following a strategic review and assessment of the Company’s operations and cost structure, on August 8, 2022, the Company announced a plan of restructuring and strategic re-alignment plan (the “Restructuring Plan”).

As part of the Restructuring Plan, the Company began an assay redevelopment program with the ultimate objective of improving its ability to manufacture and deliver high-quality assays at scale.

The Restructuring Plan aligned the Company’s investments to best serve the needs of its customers, focused the Company’s innovation efforts on key platforms, and provided a foundation for the Company’s entry into translational pharma and clinical markets.

In accordance with the Restructuring Plan, the Company implemented a workforce reduction, which was substantially completed by the end of the third quarter of 2022.

The Restructuring Plan included the elimination of 119 positions and other cost-saving measures.

During the year ended December 31, 2022, the Company incurred approximately $ 3.8 million of expenses related to the Restructuring Plan, which represents the total amount expected to be incurred and the amount incurred to date.

In May and July 2025, the Company announced actions to reduce operating costs, preserve cash, and, specific to the July action, realize anticipated synergies and other benefits of the Akoya acquisition.

These actions included reductions in force and elimination of duplicate corporate positions and were completed as of December 31, 2025.

During the year ended December 31, 2025, the Company incurred approximately $ 8.0 million of expenses related to the restructuring, which also represents the total amount expected to be incurred.

These costs were recorded in impairment and restructuring on the Consolidated Statements of Operations and were substantially for cash payments of severance and employee benefits, $ 7.7 million of which was paid by December 31, 2025.

As a result of the Restructuring Plan, the Company performed an impairment assessment of its goodwill, long-lived assets, including ROU assets and related leasehold improvements, and intangibles.

The assessments resulted in the Company recording an impairment charge of $ 25.6 million during the year ended December 31, 2022, which was recorded in impairment and restructuring on the Consolidated Statements of Operations.

The impairment charge included (1) $ 8.2 million of goodwill, (2) $ 16.3 million associated with the ROU assets and related leasehold improvements at two leased facilities not being used (refer to Note 14 - Leases ), and (3) $ 1.1 million for software costs related to projects that were rationalized as part of the Restructuring Plan or the related exit and disposal costs.

During the year ended December 31, 2023, the Company recorded an additional impairment of $ 1.3 million associated with the ROU asset and related leasehold improvements at the leased facilities not being used.

The Company did not have any additional restructuring activities during the years ended December 31, 2024 and 2023.

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During the years ended December 31, 2025, 2024, and 2023, the Company made contributions of $ 2.2 million, $ 2.4 million, and $ 0.8 million, respectively.

The increase during the year ended December 31, 2024 was due to a change in the Company's employer contribution rate.

Variable Interest Entities

As discussed in Note 3 - Revenue and Related Matters , during the second quarter of 2023 the Company received one million ordinary shares of UltraDx under the UltraDx Agreement.

Primarily due to having less than a 5 % ownership interest in UltraDx, the Company concluded that it does not have the power to direct activities impacting UltraDx’s economic performance and therefore the Company is not the primary beneficiary of the VIE.

Since the Company does not have a controlling financial interest in the VIE, it did not consolidate the VIE into its Consolidated Financial Statements during the years ended December 31, 2024 and 2023.

As of both December 31, 2024 and 2023, the carrying value of the Company’s investment in the VIE was $ 0.8 million, which was recorded in other non-current assets on the Consolidated Balance Sheets.

Refer to Note 6 - Fair Value of Financial Instruments for the Company’s related valuation disclosures.

Maximum exposure to losses related to the VIE is limited to its carrying value and the Company does not have any future funding commitments to the VIE.

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Subsequent Events

Agreement to Acquire Akoya Biosciences, Inc.

On January 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Akoya Biosciences, Inc., a Delaware corporation (“Akoya”), and Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix (“Merger Sub”), in which Merger Sub will merge with and into Akoya (the “Merger”), with Akoya surviving such Merger as a wholly owned subsidiary of Quanterix.

Akoya is based in Marlborough, Massachusetts and is a life sciences technology company delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics.

Spatial phenotyping refers to technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single-cell resolution, enabling advancements in understanding of disease progression and patient response to therapy.

The transaction is part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of lab service offerings.

Under the Merger Agreement, each share of common stock, par value $ 0.00001 per share, of Akoya (the “Akoya Common Stock”) outstanding immediately prior to the merger will be converted into the right to receive 0.318 (the “Exchange Ratio”) of a fully paid and nonassessable share of common stock, par value $ 0.001 per share, of Quanterix and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding.

Each restricted stock unit in respect of shares of Akoya Common Stock and each option to acquire shares of Akoya Common Stock that is outstanding immediately prior to the merger will automatically be converted into a number of restricted stock units and options to acquire shares of Quanterix Common Stock, respectively, based on the Exchange Ratio.

The closing of the Merger is subject to a number of conditions, including:

(i) approval of the issuance of shares of the Company's common stock in the Merger by its stockholders;

(ii) approval of the Merger by Akoya stockholders;

(iii) the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Merger;

(iv) the absence of any order issued or entered, or any law enacted or promulgated having the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger;

(v) the Company's submission to Nasdaq of a notification of shares of the Company's common stock to be issued in connection with the Merger;

(vi) performance by each party of its respective obligations under the Merger Agreement;

and (vii) the absence of a material adverse effect with respect to each of Akoya and Quanterix.

The Company and Akoya have also agreed to use their respective reasonable best efforts to cooperate in good faith to enter into one or more agreements pursuant to which Quanterix would provide Akoya with bridge financing.

Any such financing would be in the form of subordinated convertible note(s) in an aggregate principal amount not to exceed $ 30.0 million, subject to Akoya having obtained any required consents and satisfied any other conditions with respect thereto under Akoya’s existing credit facility As of the date of filing of this Annual Report on Form 10-K, the Company is negotiating the potential terms of such financing.

Acquisition of Emission Inc.

On January 8, 2025, the Company completed the acquisition of Emission Inc.

(“Emission”).

Emission is based in Georgetown, Texas and manufactures large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads its proprietary beads.

The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation instruments and expansion into a new multi-plex segment targeting third-party original equipment manufacturer customers.

Pursuant to the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of Emission for an upfront payment of $ 10.0 million, with an additional $ 10.0 million payable upon completion of certain technical milestones.

Additionally, the Emission shareholders may receive up to an additional $ 50.0 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones.

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In connection with the closing, the Company and Emission entered into a call option agreement, in which the Emission shareholders have the right to repurchase all of the outstanding capital stock of Emission for $ 10.0 million after five years from the closing date if Emission’s revenues do not exceed $ 5.0 million in any one year during such five-year period.

If the Emission shareholders exercise the right to repurchase Emission and consummate the repurchase, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products.

The initial accounting for the acquisition was not complete at the time of filing of this Annual Report on Form 10-K due to the timing of the acquisition.

As a result, the full disclosures required under ASC 805-10-50 – Business Combination s cannot be made at this time.

Acquisition costs incurred during the year ended December 31, 2024 related to the Emission acquisition were not material.

Termination of Diagnostic Development Agreement

As part of the acquisition of Akoya, the Company assumed a diagnostics development agreement (the "Development Agreement") with a biopharmaceutical customer (the "Biopharma Customer").

On February 25, 2026, the Development Agreement was terminated by mutual agreement of the parties and, in connection with such termination, Quanterix will transfer certain know-how to the Biopharma Customer and grant a non-exclusive, sub-licensable, fully paid license of the related intellectual property.

No further consideration is due to either party for the know-how transfer or license.

The Company is still assessing the impact to its Consolidated Financial Statements related to the off-market liability (refer to Note 3 - Acquisitions ) of $ 14.0 million, deferred revenue of $ 8.2 million, and IPR&D intangible asset of $ 19.3 million associated with the Development Agreement as of December 31, 2025.

The contract termination could result in the potential for recognition of one-time revenue and/or an impairment charge.

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 9A. Controls and Procedures