Quanterix Corp 10-K

ITEM 9A. 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. 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 disclosure controls and procedures as of 65 Table of Contents 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. 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 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. This 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; and ◦ 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; 66 Table of Contents • 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; and • 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. 67 Table of Contents ITEM 9B. OTHER INFORMATION Securities Trading Plans of Directors and Executive Officers During the three months ended December 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 68 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The 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. ITEM 11. EXECUTIVE COMPENSATION The 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 69 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (1) Financial Statements The Consolidated Financial Statements are included beginning on page F-1 attached hereto and are filed as part of this Annual Report on Form 10-K. (2) Financial Statement Schedules Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included. (3) Exhibits The following is a list of exhibits filed as part of this Annual Report on Form 10-K: Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 2.1@ Share Purchase Agreement, dated December 16, 2024, by and among Quanterix Corporation, Emission Inc., the Shareholders of Emission Inc. and the Shareholder Representative 8-K 12/17/2024 001-38319 2.2# 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. 8-K 4/29/2025 001-38319 3.1 Amended and Restated Certificate of Incorporation 8-K 10/2/2025 001-38319 3.2 Restated Bylaws 8-K 10/2/2025 001-38319 4.1 Description of Securities 10-K 3/13/2020 001-38319 4.2 Form of Common Stock Certificate S-1 11/9/2017 333-221475 10.1.1+ 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.2+ Form of Incentive Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.3+ Form of Non-qualified Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.4+ Form of Restricted Stock Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.2.1+ 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 70 Table of Contents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.2.2+ Form of Stock Option Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 10.2.3+ Form of Restricted Stock Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 10.2.4+ Form of Restricted Stock Unit Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan 10-K 2/29/2024 001-30319 10.3.1+ A koya Biosciences, Inc. 2021 Equity Incentive Plan and form of stock option agreement ther eunder S-1/A 4/12/2021 333-254760 10.3.2+ A koya Bio sciences, Inc. Form of I n demnification Agreement 8-K 12/13/2024 001-40344 10.4.1+ A mended and Restated 2025 I nducement Plan S-8 1/15/2026 333-292362 10.4.2+ F orm of Stock Option Agreement under the 2025 Inducement Plan S-8 12/22/2025 333-292362 10.4.3+ F orm of Restricted Stock Unit Agreement under the 2025 Inducement Plan S-8 12/22/2025 333-292362 10.5.1+ Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram 8-K 8/9/2023 001-38319 10.5.2+ Amendment, effective as of April 11, 2024, to the Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram 8-K 4/12/2024 001-38319 10.7.1+ Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr. Masoud Toloue 8-K 4/29/2022 001-38319 10.7.2+ Amendment, dated April 9, 2024, to the Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr. Masoud Toloue 8-K 4/12/2024 001-38319 10.7.3+ S eparation Agreement by and between the Company and Masou d Toloue 8-K 1/8/2026 001-38319 10.8+ E mployment Agreement by and between the Company and William Donnelly X 10.9+ E mployment Agreement by and between the Company and Everett Cunningham 8-K 1/8/2026 001-38319 71 Table of Contents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.10.1* Exclusive License Agreement, dated June 18, 2007, between the Registrant and Tufts University, as amended on April 29, 2013 S-1 11/9/2017 333-221475 10.10.2* Second Amendment, dated August 22, 2017, to the Exclusive License Agreement between the Registrant and Tufts University S-1 11/9/2017 333-221475 10.10.3@ Third Amendment, dated September 25, 2020, to the Exclusive License Agreement between the Registrant and Tufts University 10-Q 11/6/2020 001-38319 10.11.1* Supply and Manufacturing Agreement, dated September 14, 2011, between the Registrant and STRATEC Biomedical AG S-1 11/9/2017 333-221475 10.11.2 First Amendment to Supply and Manufacturing Agreement, dated October 17, 2013, between the Registrant and STRATEC Biomedical AG S-1 11/9/2017 333-221475 10.12.1* STRATEC Development Services and Equity Participation Agreement, dated August 15, 2011, between the Registrant and STRATEC Biomedical Systems AG S-1 11/9/2017 333-221475 10.12.2* 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 S-1 11/9/2017 333-221475 10.13@ 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 10-Q 8/7/2025 001-38319 10.14* Manufacturing Services Agreement, dated November 23, 2016, between the Registrant and Paramit Corporation S-1 11/9/2017 333-221475 10.15* 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 10.16* 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 10.17* Manufacturing Agreement, dated July 17, 2019 between Akoya Biosciences, Inc. and Columbia Electrical Contractors, Inc. X 72 Table of Contents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.18* 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 10.19* 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 10.21+ Form of Indemnification Agreement S-1/A 11/27/2017 333-221475 10.22 Lease Agreement by and between SSI 900 Middlesex MA LP and the Registrant, dated October 2, 2018 8-K 10/5/2018 001-38319 10.23 Lease Agreement by and between the Registrant and XChange Owner LLC, dated January 28, 2022 8-K 1/31/2022 001-38319 10.24+ Amended and Restated Non-Employee Director Compensation Policy X 10.25.1# Voting and Support Agreement, dated A pril 28 , 2025, by and among the Registrant and certain stockholders of Akoya Biosciences, Inc. named therein. 8-K 4/29/2025 001-38319 10.25.2* 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 8-K 4/29/2025 001-38319 10.26.1 Securities Purchase Agreement between the Registrant and Akoya Biosciences, Inc. dated April 2, 2025 8-K 4/4/2025 001-38319 10.26.2 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 X 21.1 Subsidiaries of Registrant X 23.1 Consent of KPMG LLP X 23.2 C onsent of E rn st & Y oung LLP X 73 Table of Contents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Policy relating to recovery of erroneously awarded compensation 10-K 2/29/2024 001-38319 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________ + Management contract or compensatory plan or arrangement. * Confidential treatment has been granted for portions of this Exhibit. Redacted portions have been filed separately with the SEC. @ Portions of this document (indicated by "[***]") have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential. # Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. ITEM 16. FORM 10-K SUMMARY Not applicable. 74 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. QUANTERIX CORPORATION Date: March 2, 2026 By: /s/ EVERETT CUNNINGHAM Everett Cunningham President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /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 and Chairman of the Board March 2, 2026 William Donnelly /s/ JEFFREY T. ELLIOTT Lead Independent Director March 2, 2026 Jeffrey T. Elliott /s/ KAREN A. FLYNN Director March 2, 2026 Karen A. Flynn /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. Director March 2, 2026 Ivana Magovčević-Liebisch, Ph.D., J.D. /s/ SCOTT MENDEL Director March 2, 2026 Scott Mendel /s/ ALAN SACHS, M.D., Ph.D. Director March 2, 2026 Alan Sachs, M.D., Ph.D. 75 Table of Contents QUANTERIX CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F- 5 Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Comprehensive Loss F- 8 Consolidated Statements of Stockholders' Equity F- 9 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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. F-2 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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. F-3 Table of Contents 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. /s/ KPMG LLP We have served as the Company’s auditor since 2025. Boston, Massachusetts March 2, 2026 F-4 Table of Contents 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 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. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company’s auditor from 2008 to 2025. Boston, Massachusetts March 17, 2025 F-5 Table of Contents QUANTERIX CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 29,839 $ 56,709 Marketable securities 88,393 232,413 Accounts receivable, net of allowance for expected credit losses 29,972 32,141 Inventory 54,763 32,775 Prepaid expenses and other current assets 9,290 9,556 Total current assets 212,257 363,594 Restricted cash 3,341 2,610 Property and equipment, net 23,672 17,150 Intangible assets, net 131,787 4,031 Goodwill 26,376 — Operating lease right-of-use assets 16,664 16,339 Other non-current assets 4,669 2,809 Total assets $ 418,766 $ 406,533 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 13,568 $ 6,953 Accrued compensation and benefits 14,979 12,620 Accrued expenses and other current liabilities 17,571 8,851 Deferred revenue 20,728 8,827 Operating lease liabilities 7,916 4,756 Total current liabilities 74,762 42,007 Deferred revenue, net of current portion 5,830 1,073 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 Total liabilities 123,036 76,495 Commitments and contingencies (Note 16) Stockholders’ equity: Common stock, $ 0.001 par value per share: Authorized: 120,000 shares; issued and outstanding: 46,744 and 38,573 shares at December 31, 2025 and 2024, respectively 47 39 Additional paid-in capital 873,637 803,160 Accumulated other comprehensive loss ( 723 ) ( 3,080 ) Accumulated deficit ( 577,231 ) ( 470,081 ) Total stockholders’ equity 295,730 330,038 Total liabilities and stockholders’ equity $ 418,766 $ 406,533 The accompanying notes are an integral part of these Consolidated Financial Statements. F-6 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenues: Product revenue $ 92,941 $ 79,740 $ 79,670 Service and other revenue 44,212 51,244 40,089 Collaboration and license revenue 1,501 4,452 1,380 Grant revenue 243 1,985 1,229 Total revenues 138,897 137,421 122,368 Costs of goods sold and services: Cost of product revenue 50,981 33,304 29,103 Cost of service and other revenue 22,957 21,013 19,041 Total costs of goods sold and services 73,938 54,317 48,144 Gross profit 64,959 83,104 74,224 Operating expenses: Research and development 35,922 31,082 26,064 Selling, general and administrative 138,008 101,618 89,111 Other lease costs 844 3,020 3,712 Impairment and restructuring 15,727 — 1,328 Total operating expenses 190,501 135,720 120,215 Loss from operations ( 125,542 ) ( 52,616 ) ( 45,991 ) 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 benefit (expense) 5,121 ( 434 ) ( 719 ) Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 ) Net loss per common share, basic and diluted $ ( 2.51 ) $ ( 1.00 ) $ ( 0.75 ) Weighted-average common shares outstanding, basic and diluted 42,639 38,367 37,594 The accompanying notes are an integral part of these Consolidated Financial Statements. F-7 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (amounts in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 ) Other comprehensive income (loss), net of tax: Unrealized gains (losses) on marketable securities ( 25 ) ( 219 ) 325 Foreign currency translation 2,382 ( 1,189 ) 541 Total other comprehensive income (loss) 2,357 ( 1,408 ) 866 Comprehensive loss $ ( 104,793 ) $ ( 39,939 ) $ ( 27,488 ) The accompanying notes are an integral part of these Consolidated Financial Statements. F-8 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (amounts in thousands) Common Stock Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity Balance at December 31, 2022 37,280 $ 37 $ 763,629 $ ( 2,538 ) $ ( 403,196 ) $ 357,932 Issuance of common stock under stock plans, including tax effects 734 1 2,690 — — 2,691 Stock-based compensation expense — — 16,823 — — 16,823 Unrealized gains on marketable securities, net of tax — — — 325 — 325 Foreign currency translation — — — 541 — 541 Net loss — — — — ( 28,354 ) ( 28,354 ) Balance at December 31, 2023 38,014 $ 38 $ 783,142 $ ( 1,672 ) $ ( 431,550 ) $ 349,958 Issuance of common stock under stock plans, including tax effects 559 1 31 — — 32 Stock-based compensation expense — — 19,987 — — 19,987 Unrealized losses on marketable securities, net of tax — — — ( 219 ) — ( 219 ) Foreign currency translation — — — ( 1,189 ) — ( 1,189 ) Net loss — — — — ( 38,531 ) ( 38,531 ) Balance at December 31, 2024 38,573 $ 39 $ 803,160 $ ( 3,080 ) $ ( 470,081 ) $ 330,038 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 Unrealized losses on marketable securities, net of tax — — — ( 25 ) — ( 25 ) Foreign currency translation — — — 2,382 — 2,382 Net loss — — — — ( 107,150 ) ( 107,150 ) Balance at December 31, 2025 46,744 $ 47 $ 873,637 $ ( 723 ) $ ( 577,231 ) $ 295,730 The accompanying notes are an integral part of these Consolidated Financial Statements. F-9 Table of Contents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 15,844 6,463 6,275 Credit losses on accounts receivable 628 588 336 Accretion of marketable securities ( 2,078 ) ( 6,833 ) ( 1,964 ) Operating lease right-of-use asset amortization 3,081 1,893 2,015 Stock-based compensation expense 20,718 19,987 16,823 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 Changes in assets and liabilities: Accounts receivable 10,609 ( 7,704 ) ( 6,695 ) Inventory 4,033 ( 6,679 ) ( 8,944 ) Prepaid expenses and other current assets 3,521 ( 443 ) ( 2,371 ) Other non-current assets 252 ( 1,215 ) ( 717 ) Accounts payable ( 528 ) 723 1,189 Accrued compensation and benefits, accrued expenses, and other current liabilities ( 7,914 ) 1,398 4,410 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 ) Cash flows from investing activities: Purchases of marketable debt securities ( 69,757 ) ( 295,606 ) ( 175,613 ) 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 ) 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: Proceeds from common stock issued under stock plans 738 3,066 2,889 Payments for employee taxes withheld on stock-based compensation awards ( 1,446 ) ( 2,610 ) ( 198 ) 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 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,574 ( 734 ) 301 Cash, cash equivalents, and restricted cash at beginning of period 59,319 177,026 341,337 Cash, cash equivalents, and restricted cash at end of period $ 33,180 $ 59,319 $ 177,026 Supplemental disclosure of cash flow information: 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 The accompanying notes are an integral part of these Consolidated Financial Statements. F-10 Table of Contents QUANTERIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization and Nature of Business 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"). Liquidity The Company has recognized annual losses from operations since inception and has an accumulated deficit of $ 577.2 million as of December 31, 2025. The Company incurred net losses of $ 107.2 million, $ 38.5 million, and $ 28.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, the Company had cash and cash equivalents of $ 29.8 million and marketable securities of $ 88.4 million. The Company expects that its current cash, cash equivalents, and marketable securities will be sufficient to fund its operations for a period of at least one year from the date the Consolidated Financial Statements are issued. Note 2. Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding annual financial reporting on Form 10-K. The Company’s fiscal year is the twelve-month period from January 1 through December 31, and all references to "2025," "2024," and "2023," refer to the fiscal year unless otherwise noted. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year’s presentation. Use of Estimates The preparation of the Consolidated Financial Statements and Notes to Consolidated Financial Statements in conformity with U.S. 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, 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. 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 F-11 Table of Contents 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. Actual results could differ from those estimates. Principles of Consolidation The Consolidated Financial Statements include the accounts of Quanterix and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. 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 generally their respective local currencies. These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. 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. Revenue from Contracts with Customers 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. F-12 Table of Contents For contracts with customers, the Company recognizes revenue when a customer obtains control of promised products or services, for an amount that reflects the consideration expected to be received in exchange for those products or services. The Company follows the five step revenue model prescribed by ASC 606 to determine revenue recognition: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Revenues are presented net of any sales, value added, or similar taxes collected from customers and remitted to the government. The Company accounts for a contract when it has approval and commitment from both parties, the fees, payment terms, and rights of the parties regarding the products or services to be transferred are identified, the contract has commercial substance, and it is probable that substantially all of the consideration for the products and services expected to be transferred is collectible. The Company applies judgment in determining the customer’s ability and intention to pay for services expected to be transferred, which is based on factors including the customer’s payment history, management’s ability to mitigate exposure to credit risk (for example, requiring payment in advance of the transfer of products or services, or the ability to stop transferring promised products or services in the event a customer fails to pay consideration when due), and experience selling to similarly situated customers. The Company’s contracts may include either a single promise (referred to as a performance obligation) to transfer a product or service, or a combination of multiple promises to transfer products or services. The Company evaluates the existence of multiple promises within its contracts by using judgment to determine if (1) the customer can benefit from each contractual promise on its own or together with readily available resources and (2) the transfer of each contractual promise is separately identifiable from other promises in a contract. When both criteria are met, each promise is accounted for as a separate performance obligation. 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. Contracts that include rights to additional products or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, the material right is considered a performance obligation. The identification of material rights requires judgment to determine the value of the option to purchase additional products and services in relation to options that may be provided to, and prices paid by, customers in the normal course of business. Material rights are recognized when exercised by a customer or upon expiration of the right. 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 and (2) contracts with minimum purchase commitments. For sales and usage-based royalties, ASC 606 provides an exception to estimating variable consideration. Under this exception, the Company recognizes revenues from sales or usage-based royalty revenue at the later of when the sales or usage occurs or the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated. All other variable amounts are constrained to the minimum guaranteed contract amount so that a reversal of cumulative revenue does not occur in future periods. Once there is no longer uncertainty over a variable amount, any incremental fees the Company is entitled to are allocated to the related performance obligation(s). For contracts that contain multiple performance obligations, the Company allocates the transaction price among the performance obligations on a relative basis according to their standalone selling prices ("SSP"). Determining the SSP for performance obligations requires judgment and is based on factors including prices charged to customers in observable transactions, internal pricing objectives and list prices, pricing of similar products, expected costs to manufacture the Company's products, and estimated margins. The Company has more than one range of standalone selling prices for certain products and services based on the geographic location of customers and sales channel. Product Revenue 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 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 F-13 Table of Contents 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. The Company has determined these distributor licenses are part of a combined performance obligation with the instrument as the distributor only benefits from the combination of the instrument and ability to resell it. 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 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 Service revenues are composed of contract research services, initial year of service-type warranties, extended services warranty contracts, repair services, and other services such as training. Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts. 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 Collaboration and license revenues are composed of revenue associated with licensing the Company’s technology, intellectual property, and know-how associated with the Company's instruments to third parties and for related services. License arrangements consist of sales or usage-based fees and/or future royalties. Revenues are recognized at the point in time the license is delivered as the underlying license is considered functional intellectual property since the customer has the right to use it when it is received. Royalty revenues that are sales or usage-based are recognized at the later of when the sales or usage occurs and the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated. Contract Assets and Liabilities Accounts Receivable and Allowance for Credit Losses 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. 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. F-14 Table of Contents 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. Deferred Revenue 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 The Company capitalizes commissions paid to its sales representatives and related fringe benefit costs that are incremental to obtaining customer contracts. Capitalized commissions are recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. These commissions are amortized over the life of the contract and are recorded in cost of goods sold and selling, general and administrative expense on the Consolidated Statements of Operations. 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 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. Warranties 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 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. 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 Accounting for grants does not fall under ASC 606, as the grantor will not benefit directly from the Company’s expansion or product development, and no products or services are transferred to the grantor. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for profit business entities from government entities, the Company accounts for grants by analogy to International Accounting Standards Topic 20, Accounting for Government Grants and Disclosure of Government Assistance ("IAS 20") and ASC Topic 958, Not for-Profit Entities ("ASC 958"). 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 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 F-15 Table of Contents 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, 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 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, 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. 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, 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 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. Net Loss Per Share Basic net loss per common share attributable to common stockholders is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share attributable to common stockholders is calculated under the treasury stock method by dividing the loss attributable to common stockholders by the diluted weighted-average number of common shares outstanding. Diluted weighted-average shares outstanding reflect the dilutive effect, if any, of potential common shares issued, such as unvested common stock, unvested restricted stock units ("RSUs"), common stock options, and shares estimated to be purchased under the Company’s employee stock purchase plan ("ESPP"). During periods when the Company is in a net loss position, these potential common shares are excluded from the diluted net loss per common share attributable to common stockholders because their effect would be anti-dilutive. Accordingly, basic and diluted net loss per common share attributable to common stockholders were the same for all periods presented. F-16 Table of Contents 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 at the time of purchase. Cash and cash equivalents consist of the following (in thousands): As of December 31, 2025 2024 Cash $ 12,620 $ 12,283 Money market funds 17,219 44,426 Total cash and cash equivalents $ 29,839 $ 56,709 Restricted Cash The following table summarizes the period ending cash and cash equivalents as presented on the Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of December 31, 2025 2024 Cash and cash equivalents $ 29,839 $ 56,709 Restricted cash 3,341 2,610 Cash, cash equivalents, and restricted cash $ 33,180 $ 59,319 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. Marketable Securities The Company’s current portfolio of marketable securities is entirely debt securities and may at any time include commercial paper, U.S. Treasuries, corporate notes and bonds, U.S. 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 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. The Company classifies its marketable securities as either held to maturity, available-for-sale, or trading at the time of purchase and re-evaluates such classification at each balance sheet date. All of the Company’s marketable securities are currently classified as available-for-sale as it may use them in current operations. Available-for-sale securities are recorded at fair value (refer to Note 8 - Fair Value of Financial Instruments ). Unrealized gains and losses (other than impairment or credit related losses) are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Consolidated Balance Sheets. 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. At least quarterly, the Company monitors its marketable securities for impairment. In the event a security’s fair value is less than its amortized cost basis, the Company evaluates whether an impairment exists and if the impairment is a result of credit loss or other factors. For a security in an unrealized loss position, if the Company intends to sell the security in an unrealized loss position, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an impairment loss equal to the difference between the security’s fair value and amortized cost basis is recorded in other income (expense), net on the Consolidated Statement of Operations. Additionally, the Company determines if a credit loss exists by considering information about the collectability of the security, current market conditions, and the issuer’s financial condition. 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. F-17 Table of Contents 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 Inventory consists of instruments, assays, and the materials required to manufacture instruments and assays. 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 and scientific data supporting the estimated life of materials that expire. 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. Property and Equipment Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. These assets are depreciated over their estimated useful lives using the straight-line method. Expenditures for maintenance and repairs are charged to expense as incurred, whereas significant expenditures that extend the useful lives of existing assets are capitalized as additions to property and equipment. Depreciation is calculated based upon the following estimated useful lives: Estimated Useful Life Laboratory and manufacturing equipment 5 years Demo inventory 3 years Furniture and fixtures 7 years Computers and software 3 years Leasehold improvements Shorter of asset's life or remaining lease term The Company develops and modifies 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 and are recorded in property and equipment on the Consolidated Balance Sheets. 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. 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. 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. F-18 Table of Contents Leases 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 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. Initial direct costs are incremental costs of a lease that would not have been incurred had the lease not been executed. The discount rate used to determine the present value of the lease payments is the Company’s incremental borrowing rate on a collateralized basis for a similar term and amount, as generally an implicit rate in the lease is not readily determinable. To estimate its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have an agency-based credit rating. The Company’s lease agreements can contain lease and non-lease components. 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 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. When determining the lease term, these options are included in the measurement and recognition of the Company’s ROU assets and lease liabilities when it is reasonably certain that the Company will exercise the option(s). The Company considers various economic factors when making this determination, including, but not limited to, the significance of leasehold improvements incurred in the leased space, the difficulty in replacing the asset, underlying contractual obligations, and specific characteristics unique to a particular lease. Subsequent to entering into a lease arrangement, the Company reassesses the certainty of exercising options to extend or terminate a lease. When it becomes reasonably certain that the Company will exercise an option that was not included in the lease term, the Company accounts for the change in circumstances as a lease modification, which results in the remeasurement of the ROU asset and lease liability as of the modification date. 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 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. F-19 Table of Contents 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 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. 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. 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 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: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets. • Level 2: Inputs, other than Level 1 inputs, that are observable either directly or indirectly, such as quoted prices for similar assets, quoted prices in markets that are not active, other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. • Level 3: Unobservable inputs for which there is little or no market data and such inputs are significant to the fair value of the assets. These inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Consolidated Financial Statements or tax returns. 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 F-20 Table of Contents 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 . The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. 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 benefit (expense) on the Consolidated Statement of Operations. Credit, Product, and Supplier Concentrations, and Off-Balance-Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents, marketable securities, and accounts receivable. The Company limits its risk exposure by having its cash, cash equivalents, and marketable securities held at large commercial banks and investing in highly rated marketable securities. Maximum exposure to losses related to cash, cash equivalents, marketable securities, and accounts receivable are limited to their carrying amounts. 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, 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. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results. In addition to outsourced manufacturing of some of its instruments, the Company also purchases antibodies through a number of different suppliers. Although a disruption in service from any one of its antibody suppliers is possible, the Company believes that it would be able to find an adequate supply from alternative suppliers. Stock-Based Compensation The Company measures and recognizes stock-based compensation expense by calculating the estimated fair value of stock options, RSUs, or purchase rights issued under the Company’s ESPP on the grant date. The Company generally issues new common shares upon exercise of options and vesting of RSUs. Awards granted by the Company are routine in nature including new hire, annual, and promotion grants. The fair value of stock options and purchase rights under the ESPP is estimated using the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions about the expected or contractual term of the option or purchase right, the expected volatility, risk-free interest rates, and expected dividend yield. The Company estimates the expected term of options granted to employees utilizing historical exercise data. 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. The expected volatility is based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, commensurate with the expected term. The expected dividend yield is zero as the Company has never paid dividends and has no current plans to pay any dividends on common stock. The fair value of RSUs is determined using the closing market price of the Company’s common stock on the grant date. F-21 Table of Contents The Company recognizes stock-based compensation expense on a straight-line basis over an award’s requisite service period, which is the vesting period for stock options and RSUs, and the offering period for purchase rights under the ESPP. The Company recognizes forfeitures as they occur. 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 December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): 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 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. F-22 Table of Contents 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): Expense Disaggregation Disclosures. This update enhances disclosure of an entity's expenses, primarily through additional disaggregation of income statement expenses. The update also requires entities to disclose qualitative descriptions of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 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 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. Note 3. Acquisitions 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. F-23 Table of Contents 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. F-24 Table of Contents 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 Assets: 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 Liabilities: 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. F-25 Table of Contents 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, 2025 2024 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 F-26 Table of Contents 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. F-27 Table of Contents 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): Assets: 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 Liabilities: 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. F-28 Table of Contents Note 4. 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. F-29 Table of Contents 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 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation 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 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation 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. F-30 Table of Contents Future estimated amortization expense is as follows (amounts in thousands): As of December 31, 2025 2026 $ 13,258 2027 13,236 2028 11,686 2029 11,656 2030 11,656 Thereafter 50,995 Total amortization expense $ 112,487 Note 5. Revenue and Related Matters Revenue from Contracts with Customers The Company’s customers primarily consist of entities engaged in the life sciences research that pursue the discovery and development of new drugs for a variety of neurologic, oncologic, cardiovascular, infectious disease, and other protein biomarkers associated with diseases. The Company’s customer base includes pharmaceutical, biotechnology, contract research organizations, academic, and government institutions. 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 by geography, based on the location products and services are consumed, and revenue type (in thousands): Year Ended December 31, 2025 North America EMEA Asia Pacific Total Product revenue: Instruments $ 7,039 $ 5,007 $ 5,814 $ 17,860 Consumable and other products 42,049 23,661 9,371 75,081 Total product revenue $ 49,088 $ 28,668 $ 15,185 $ 92,941 Service and other revenue: Research services $ 23,677 $ 1,799 $ 505 $ 25,981 Service-type warranties 6,270 3,844 1,028 11,142 Other services 4,508 2,405 176 7,089 Total service and other revenue $ 34,455 $ 8,048 $ 1,709 $ 44,212 Collaboration and license revenue: $ 1,571 $ — $ ( 70 ) $ 1,501 Total collaboration and license revenue $ 1,571 $ — $ ( 70 ) $ 1,501 F-31 Table of Contents Year Ended December 31, 2024 North America EMEA Asia Pacific Total Product revenue: Instruments $ 3,924 $ 3,857 $ 2,699 $ 10,480 Consumable and other products 39,794 20,760 8,706 69,260 Total product revenue $ 43,718 $ 24,617 $ 11,405 $ 79,740 Service and other revenues: Research services $ 31,252 $ 5,833 $ 913 $ 37,998 Service-type warranties 6,319 3,490 798 10,607 Other services 1,618 976 45 2,639 Total service and other revenue $ 39,189 $ 10,299 $ 1,756 $ 51,244 Collaboration and license revenue: $ 3,681 $ — $ 771 $ 4,452 Total collaboration and license revenue $ 3,681 $ — $ 771 $ 4,452 Year Ended December 31, 2023 North America EMEA Asia Pacific Total Product revenue: Instruments $ 6,374 $ 4,384 $ 4,947 $ 15,705 Consumable and other products 35,122 21,216 7,627 63,965 Total product revenue $ 41,496 $ 25,600 $ 12,574 $ 79,670 Service and other revenue: Research services $ 24,706 $ 2,000 $ 1,122 $ 27,828 Service-type warranties 6,265 3,001 613 9,879 Other services 1,436 951 ( 5 ) 2,382 Total service and other revenue $ 32,407 $ 5,952 $ 1,730 $ 40,089 Collaboration and license revenue: $ 1,380 $ — $ — $ 1,380 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. F-32 Table of Contents Contract Assets There were no contract assets as of December 31, 2025 or 2024. Deferred Revenue During the years ended December 31, 2025 and 2024, the Company recognized $ 6.5 million and $ 7.9 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period. Remaining Performance Obligations 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 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. Note 6. Allowance for Credit Losses The change in the allowance for credit losses on accounts receivable is summarized as follows (in thousands): 2025 2024 2023 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 Write-offs and recoveries collected ( 1,154 ) ( 124 ) ( 393 ) Balance at December 31 $ 2,368 $ 1,042 $ 454 Note 7. Marketable Securities The amortized cost, gross unrealized gains, gross unrealized losses, and fair value of the Company’s marketable securities by major security type were as follows (in thousands): As of December 31, 2025 Amortized cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 12,875 $ 2 $ — $ 12,877 U.S. Treasuries 29,572 78 — 29,650 U.S. Government agency bonds 13,588 7 ( 1 ) 13,594 Corporate bonds 32,279 13 ( 20 ) 32,272 Total marketable securities $ 88,314 $ 100 $ ( 21 ) $ 88,393 As of December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 1,494 $ — $ — $ 1,494 U.S. Treasuries 61,891 19 ( 53 ) 61,857 U.S. Government agency bonds 93,987 89 ( 98 ) 93,978 Corporate bonds 74,937 148 ( 1 ) 75,084 Total marketable securities $ 232,309 $ 256 $ ( 152 ) $ 232,413 F-33 Table of Contents 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 U.S. Government agency bonds $ 450 $ — $ 3,589 $ ( 1 ) Corporate bonds 19,759 ( 20 ) — — Total $ 20,209 $ ( 20 ) $ 3,589 $ ( 1 ) Less Than 12 Months As of December 31, 2024 Fair Value Unrealized Losses U.S. Treasuries $ 35,085 $ ( 53 ) U.S. Government agency bonds 32,148 ( 98 ) Corporate bonds 7,415 ( 1 ) Total $ 74,648 $ ( 152 ) 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. The following table summarizes the contractual maturities of the Company’s marketable securities (in thousands): As of December 31, 2025 As of December 31, 2024 Amortized cost Fair Value Amortized Cost Fair Value Due within one year $ 71,054 $ 71,141 $ 197,141 $ 197,306 Due in one to two years 17,260 17,252 35,168 35,107 Total marketable securities $ 88,314 $ 88,393 $ 232,309 $ 232,413 F-34 Table of Contents Note 8. Fair Value of Financial Instruments Recurring Fair Value Measurements 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 (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 17,219 $ 17,219 $ — $ — Total cash equivalents 17,219 17,219 — — Marketable securities: Commercial paper 12,877 — 12,877 — U.S. Treasuries 29,650 — 29,650 — U.S. Government agency bonds 13,594 — 13,594 — Corporate bonds 32,272 — 32,272 — Total marketable securities 88,393 — 88,393 — Total financial assets $ 105,612 $ 17,219 $ 88,393 $ — 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 (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 44,426 $ 44,426 $ — $ — Total cash equivalents 44,426 44,426 — — Marketable securities: Commercial paper 1,494 — 1,494 — U.S. Treasuries 61,857 — 61,857 — U.S. Government agency bonds 93,978 — 93,978 — Corporate bonds 75,084 — 75,084 — Total marketable securities 232,413 — 232,413 — Total financial assets $ 276,839 $ 44,426 $ 232,413 $ — (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. The pricing services utilize industry standard valuation methods, including both income and market-based approaches, and observable market inputs to determine the fair value. 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. F-35 Table of Contents 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 During the years ended December 31, 2025 and 2024, the Company did not transfer financial assets between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 financial assets. Note 9. Inventory Inventory, net of inventory reserves, consisted of the following (in thousands): As of December 31, 2025 2024 Raw materials $ 13,727 $ 7,215 Work in process 11,030 7,980 Finished goods 30,006 17,580 Total inventory $ 54,763 $ 32,775 F-36 Table of Contents Note 10. Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2025 2024 Laboratory and manufacturing equipment $ 20,211 $ 14,648 Demo inventory 2,650 — Furniture and fixtures 7,332 1,999 Computers and software 3,174 6,036 Leasehold improvements 16,132 13,291 Total cost 49,499 35,974 Less: accumulated depreciation ( 25,827 ) ( 18,824 ) Property and equipment, net $ 23,672 $ 17,150 The Company incurred depreciation expense of $ 7.0 million, $ 4.8 million, and $ 4.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. Substantially all of the Company’s property and equipment is located in North America. There were no material disposals during the years ended December 31, 2025, 2024, and 2023. 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 $ 1.2 million for the year ended December 31, 2025, and not material for the years ended December 31, 2024, and 2023. Note 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2025 2024 Accrued professional services $ 2,766 $ 4,897 Accrued royalties 1,784 1,361 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 (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 . Note 12. Stock-Based Compensation Stock-Based Compensation Plans 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 F-37 Table of Contents 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. The annual increase is equal to the lowest of (1) 4 % of the number of shares of common stock outstanding as of such date and (2) an amount determined by the Company’s board of directors or compensation committee. As of December 31, 2025, 6.2 million shares were outstanding and there were 4.9 million shares available for grant under the 2017 Plan. In December 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). As of December 31, 2019, the 2017 ESPP allowed for the issuance of up to 0.6 million shares of common stock. The 2017 ESPP contains an “evergreen” provision, which allows for an increase in the number of shares under the plan on the first day of each fiscal year beginning with 2018 and ending in 2027. The increase is equal to the lowest of: (1) 1 % of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (2) an amount determined by the Company’s board of directors or compensation committee. As of December 31, 2025, 1.9 million shares were available for grant under the 2017 ESPP. 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, 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 Under the 2017 Plan, stock options may not be granted with exercise prices of less than fair market value on the date of the grant. Options generally vest ratably over a four-year period with 25 % vesting on the first anniversary and the remaining 75 % vesting ratably on a monthly basis over the remaining three years . These options expire ten years after the grant date. Stock option activity for the year ended December 31, 2025 is presented below (in thousands, except per share and contractual life amounts): Number of options Weighted-average exercise price per share Weighted-average remaining contractual life (in years) Aggregate intrinsic value Outstanding at December 31, 2024 3,563 $ 19.94 7.7 $ 678 Granted 2,676 8.21 Exercised ( 4 ) 3.12 Forfeited/expired ( 1,355 ) 15.04 Outstanding at December 31, 2025 4,880 $ 14.89 7.9 $ 170 Exercisable at December 31, 2025 2,042 $ 20.06 6.5 $ 12 Vested and expected to vest at December 31, 2025 4,880 $ 14.89 7.9 $ 170 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. F-38 Table of Contents Restricted Stock Units RSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Shares are delivered to the grantee upon vesting, less shares for the payment of withholding taxes. RSU activity for the year ended December 31, 2025 is presented below (in thousands, except per share amounts): Number of shares Weighted-average grant date fair value per share Unvested as of December 31, 2024 1,115 $ 18.55 Assumed through acquisition of Akoya (1) 253 6.54 Granted 1,619 7.76 Vested ( 677 ) 10.44 Forfeited ( 735 ) 13.58 Unvested as of December 31, 2025 1,575 $ 11.33 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. Stock-Based Compensation Expense Stock-based compensation expense was recorded in the following categories on the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2025 2024 2023 Cost of product revenue $ 901 $ 1,132 $ 839 Cost of service and other revenue 970 1,142 1,124 Research and development 2,178 2,117 1,713 Selling, general and administrative 16,669 15,596 13,147 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. F-39 Table of Contents 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: Year Ended December 31, 2025 2024 2023 Stock Options: Risk-free interest rate 3.7 % - 4.4 % 3.4 % - 4.6 % 3.5 % - 4.7 % Expected dividend yield None None None Expected term (in years) 5.4 - 5.7 5.3 - 5.4 5.0 - 5.2 Expected volatility 82.1 % - 84.5 % 81.4 % - 83.1 % 71.1 % - 83.1 % Weighted-average grant date fair value per share $ 5.85 $ 14.43 $ 10.63 Employee Stock Purchase Plan: Risk-free interest rate 3.8 % - 4.0 % 4.3 % - 4.9 % 5.2 % - 5.5 % Expected dividend yield None None None Expected term (in years) 0.5 0.5 0.5 Expected volatility 72.3 % - 91.1 % 54.9 % - 66.0 % 72.8 % - 82.5 % Weighted-average grant date fair value per share $ 1.39 $ 3.84 $ 3.19 Note 13. Net Loss Per Share The following table presents the computation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 107,150 ) $ ( 38,531 ) $ ( 28,354 ) Denominator: Weighted average common shares outstanding, basic and diluted 42,639 38,367 37,594 Net loss per share, basic and diluted $ ( 2.51 ) $ ( 1.00 ) $ ( 0.75 ) As the Company was in a net loss position for all periods, the following common share equivalents were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Year Ended December 31, 2025 2024 2023 Stock options 5,407 3,561 2,783 Common stock and RSUs 1,954 1,341 1,513 Estimated ESPP purchases 36 8 23 Total dilutive shares 7,397 4,910 4,319 F-40 Table of Contents Note 14. Income Taxes The following table presents the components of loss before income taxes (in thousands): Year Ended December 31, 2025 2024 2023 United States $ ( 112,811 ) $ ( 39,968 ) $ ( 30,355 ) Foreign 540 1,871 2,720 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 Current taxes: United States - State $ ( 93 ) $ ( 37 ) $ ( 161 ) Foreign ( 416 ) ( 683 ) ( 850 ) Total current taxes ( 509 ) ( 720 ) ( 1,011 ) Deferred taxes: United States Federal 4,447 — — State 802 — — Foreign 381 286 292 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 Amount Rate U.S. federal statutory income tax $ 23,577 21.0 % U.S. 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 % Change in valuation allowance ( 11,411 ) ( 10.3 ) % 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. F-41 Table of Contents 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, 2024 2023 U.S. federal statutory tax rate 21.0 % 21.0 % U.S. 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 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): As of December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 147,973 $ 80,541 Tax credits 10,929 10,178 Deferred revenue 6,322 2,412 Amortization — 645 Stock-based compensation 4,539 3,808 Inventory 4,092 1,069 Capitalized R&D costs 16,784 13,753 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 Gross deferred tax assets 209,040 123,872 Less: valuation allowances ( 177,108 ) ( 118,663 ) Total deferred tax assets 31,932 5,209 Deferred tax liabilities: Right-of-use assets ( 3,927 ) ( 3,970 ) Depreciation ( 1,474 ) ( 1,137 ) Amortization acquired intangibles ( 26,702 ) ( 831 ) Other deferred tax liabilities ( 273 ) ( 71 ) Total deferred tax liabilities ( 32,376 ) ( 6,009 ) Net deferred tax liabilities $ ( 444 ) $ ( 800 ) F-42 Table of Contents The change in the Company's valuation allowance was as follows (in thousands): 2025 2024 Balance at December 31 of prior year $ 118,663 $ 110,082 Change in valuation allowance 58,445 8,581 Balance at December 31 $ 177,108 $ 118,663 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. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry back net operating losses (“NOLs”), the existence of reversing taxable temporary differences, the availability of tax planning strategies, and forecasted future taxable income. 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 NOLs of approximately $ 597.7 million. U.S. federal NOLs generated through December 31, 2017 of approximately $ 111.1 million expire at various dates through 2037, and U.S. federal NOLs generated after December 31, 2017 of approximately $ 486.6 million do not expire. As of December 31, 2025, the Company had U.S. federal tax credit carryforwards of approximately $ 13.2 million that expire at various dates through 2045. 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. As of December 31, 2025, the Company had U.S. state tax credit carryforwards of approximately $ 6.6 million that expire at various dates through 2040. Under Sections 382 and 383 of the U.S. 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. 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. state tax laws. Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), the use of federal NOLs arising in taxable years beginning after December 31, 2017 is limited to 80% of current year taxable income and NOLs arising in taxable years ending after December 31, 2017 may not be carried back (though any such NOLs may be carried forward indefinitely). The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-ownership change NOLs, or other pre-ownership change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations. 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 F-43 Table of Contents 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. However, NOLs and tax credits in the United States may be subject to adjustments by taxing authorities in future years in which they are utilized. The Company’s foreign subsidiaries remain open to examination by taxing authorities from 2018 onward. 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 U.S. state Massachusetts $ — Other states 44 Foreign Sweden 1,220 Other foreign jurisdictions 140 Total income taxes paid $ 1,404 Cash paid for taxes for the years ended December 31, 2024 and 2023 was $ 0.9 million and $ 0.8 million, respectively. Note 15. Leases 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. 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 F-44 Table of Contents 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): Year Ended December 31, 2025 2024 2023 Operating lease cost $ 5,970 $ 4,949 $ 5,209 Short-term and variable lease cost 5,692 4,359 3,996 Total operating lease cost $ 11,662 $ 9,308 $ 9,205 Year Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,887 $ 8,554 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 as of December 31, 2025 were as follows (in thousands): Maturity of lease liabilities as of December 31, 2025 Operating Leases 2026 $ 10,205 2027 8,952 2028 8,395 2029 8,570 2030 7,028 Thereafter 695 Total lease payments 43,845 Less imputed interest ( 6,606 ) Total operating lease liabilities $ 37,239 Note 16. Commitments and Contingencies Purchase Commitments The Company’s non-cancellable purchase commitments primarily consist of purchases of raw materials for manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. 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. 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. F-45 Table of Contents 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. 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. Tufts University In June 2007, the Company and Tufts University ("Tufts") entered into a license agreement (the "Tufts License Agreement") for certain intellectual property owned by Tufts. The Tufts License Agreement, which was subsequently amended, is exclusive and sub-licensable, and will continue in effect on a country by country basis as long as there is a valid claim of a licensed patent in a country. The Company is contractually obligated to pay license and maintenance fees that are creditable against royalties, in addition to low single-digit royalties on direct sales and services, and a royalty on sublicense income. The Company incurred royalty expenses related to the Tufts License Agreement of $ 1.5 million, $ 2.1 million, and $ 1.7 million, during the years ended December 31, 2025, 2024, and 2023, respectively, which was recorded in cost of product revenue on the Consolidated Statements of Operations. 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. F-46 Table of Contents Perkin Elmer 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 The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or results of operations. The Company accrues for contingent liabilities when losses are probable and estimable. If an estimate of a probable loss is a range and no amount within the range is more likely than any other amount in the range, the Company accrues the minimum amount of the range. Note 17. 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 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 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 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. Note 18. 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. 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. F-47 Table of Contents 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 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: Year Ended December 31, 2025 2024 2023 Revenues: Revenue from contracts with customers (Note 5) $ 138,654 $ 135,436 $ 121,139 Grant revenue 243 1,985 1,229 Total revenues 138,897 137,421 122,368 Less: Costs of goods sold and services, including shipping and handling costs 79,519 62,430 56,290 Certain operating expenses, excluding shipping and handling costs (1) 168,349 124,587 107,029 Other segment items (2) ( 1,821 ) ( 11,065 ) ( 12,597 ) Consolidated net loss $ 107,150 $ 38,531 $ 28,354 (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: a. 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; b. Change in fair value of contingent liabilities – changes in the fair value of contingent payments as a result of updated valuation inputs; c. Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities not in use; d. Interest income – interest earned on cash, cash equivalents, and marketable securities, and the accretion of discounts on marketable securities; e. Other income (expense), net – gains and losses on foreign currency, and other non-recurring items that are not a part of the Company’s core business operations; and f. Income tax benefit (expense) – income taxes related to federal, state, and foreign jurisdictions in which the Company conducts business. 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. Note 19. Restructuring 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. F-48 Table of Contents The Company did not have any additional restructuring activities during the years ended December 31, 2024 and 2023. Note 20. Employee Benefit Plans The Company sponsors a 401(k) savings plan for employees and may make discretionary contributions. 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. Note 21. Subsequent Events 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. F-49