What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-13 · 318 added, 323 removed, 695 unchanged (48% of the section changed)

28 unchanged sentences

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

Critical Audit Matter

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

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

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the 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 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.

Revenue Recognition

Description of the Matter For the year ended December 31, 2024, the Company recognized revenues of $610.8 million.

Description of the Matter For the year ended December 31, 2025, the Company recognized products and services revenues of $596.7 million.

As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue when control of the products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services.

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the allocation of the transaction price to performance obligations in revenue transactions.

For example, we tested management’s controls over establishing stand-alone selling price, and tested the automated system controls for the application of the stand-alone selling price to the revenue transactions.

For example, we tested management’s controls over establishing stand-alone selling prices, and tested the automated system controls for the application of the stand-alone selling price to the revenue transactions.

Our audit procedures included, among others, evaluating the allocation of consideration using stand-alone selling price for a sample of individual sales transactions.

For the sample, we inspected the customer contract, identified the distinct performance obligation(s) in the contract, and recalculated the allocation of the transaction prices.

For the sample, we inspected the customer contract, identified the distinct performance obligation(s) in the contract, and recalculated the allocation of the transaction price.

For the sample, we further tested the timing of revenue recognition based on evidence of transfer of control of the goods to the customer or the recognition of revenue over time for extended warranty service performance obligations.

Scale Biosciences, Inc.

Asset Acquisition

Description of the Matter During the year ended December 31, 2025, the Company entered into an agreement to acquire all outstanding shares of common stock of Scale Biosciences, Inc.

As discussed in Note 4 to the consolidated financial statements, the transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is concentrated in the developed technology.

The net assets acquired were valued at $46.6 million.

The contingent consideration was recorded at fair value as of the acquisition date.

Auditing the Scale Biosciences, Inc.

asset acquisition was complex due to the estimation uncertainty in determining the fair value of acquired developed technology.

The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions, including the future revenues related to the developed technology.

Such assumptions are forward-looking and could be affected by future competitive and economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the asset acquisition.

For example, we tested management’s controls over determining the accounting treatment of the acquisition and the valuation of the acquired developed technology intangible asset and contingent consideration.

Our audit procedures included, among others, evaluating the accounting treatment for the transaction as an asset acquisition and testing the valuation of the acquired developed technology and contingent consideration.

To test the valuation of the acquired developed technology and the contingent consideration, our audit procedures included, among others, a review of the valuation methods, key valuation assumptions, reconciling the valuation of the net assets acquired to the valuation of the consideration transferred, and performing sensitivity analyses.

/s/ Ernst & Young LLP

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Inventory 56,341 83,107

Other receivables 35,480 606

Prepaid expenses and other current assets 22,208 19,410

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Operating lease liabilities 10,985 9,286

Contingent consideration, current 23,363 —

Total current liabilities 153,454 117,633

Contingent consideration, noncurrent 1,237 —

Operating lease liabilities, noncurrent 73,376 73,327

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Accumulated deficit ( 1,510,591 ) ( 1,467,047 )

Accumulated other comprehensive loss ( 493 ) ( 429 )

Accumulated other comprehensive income (loss) 225 ( 493 )

Total stockholders’ equity 796,326 710,134

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2025 2024 2023

Products and services revenue $ 596,688 $ 610,464 $ 618,727

License and royalty revenue 46,135 321 —

Revenue 642,823 610,785 618,727

Cost of revenue 196,303 209,414 120,386

Cost of products and services revenue 198,942 196,303 209,414

Gross profit 443,881 414,482 409,313

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Research and development 238,632 264,698 270,332

In-process research and development — 60,980 —

Selling, general and administrative 316,134 344,343 343,330

Gain on settlement ( 49,900 ) — —

In-process research and development — — 60,980

Total operating expenses 504,866 609,041 674,642

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Interest expense — ( 4 ) ( 33 )

Other expense, net ( 1,585 ) ( 307 ) ( 198 )

Other income (expense), net 1,030 ( 2,067 ) ( 286 )

Total other income 21,078 16,859 16,566

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Issuance of Class A common stock related to equity awards 3,900,353 — 19,483 — — 19,483

Vesting of shares subject to repurchase, including early exercised options — — 96 — — 96

Stock-based compensation — — 167,010 — — 167,010

Net loss — — — ( 255,099 ) — ( 255,099 )

Other comprehensive loss — — — — ( 4,357 ) ( 4,357 )

Other comprehensive income — — — — 3,906 3,906

Balance as of December 31, 2023 119,095,362 2 2,025,890 ( 1,284,420 ) ( 429 ) 741,043

2 unchanged sentences

Net loss — — — ( 182,627 ) — ( 182,627 )

Other comprehensive income — — — — 3,906 3,906

Other comprehensive loss — — — — ( 64 ) ( 64 )

Balance as of December 31, 2024 122,291,837 2 2,177,672 ( 1,467,047 ) ( 493 ) 710,134

Issuance of Class A common stock related to equity awards 4,299,500 — 6,803 — — 6,803

Issuance of Class A common stock for acquisition of assets 1,099,992 — 13,541 — — 13,541

Stock-based compensation — — 108,674 — — 108,674

Net loss — — — ( 43,544 ) — ( 43,544 )

Other comprehensive loss — — — — ( 64 ) ( 64 )

Other comprehensive income — — — — 718 718

Balance as of December 31, 2025 127,691,329 $ 2 $ 2,306,690 $ ( 1,510,591 ) $ 225 $ 796,326

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Depreciation and amortization 36,199 35,879 35,512

Lease and asset impairment charges 3,054 9,845 —

Asset and lease impairment charges 814 3,054 9,845

ROU assets impairment due to restructuring 1,253 — —

Amortization of right-of-use assets 7,617 7,829 8,107

Fair value adjustments on contingent consideration 1,407 — —

Realized loss on marketable securities — 3 1,718

2 unchanged sentences

Accounts receivable 41,314 26,951 ( 10,613 )

Other receivables ( 34,874 ) — —

Inventory 27,953 ( 9,777 ) 7,871

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Investing activities:

Proceeds from sales of marketable securities 3,856 100,191 49,117

Proceeds from maturities of marketable securities 125,200 25,782 82,825

Proceeds from sales of marketable securities — 3,856 100,191

Purchase of marketable securities ( 123,435 ) ( 48,876 ) —

Asset acquisition, net ( 9,268 ) — —

Purchases of property and equipment ( 5,935 ) ( 12,393 ) ( 48,601 )

Purchase of intangible assets — ( 1,000 ) ( 923 )

Acquisition of business, net of cash acquired — — ( 4,000 )

Purchase of marketable securities ( 48,876 ) — ( 282,871 )

Net cash (used in) provided by investing activities ( 13,438 ) ( 32,631 ) 133,492

Financing activities:

Payments on technology license financing arrangement — ( 5,814 ) ( 5,409 )

Issuance of common stock from exercise of stock options and employee stock purchase plan purchases 6,803 10,914 19,483

Payments on technology license financing arrangement — — ( 5,814 )

Net cash provided by financing activities 6,803 10,914 13,669

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 164 ) ( 33 ) ( 44 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 15,217 ) 131,931 ( 368,720 )

Effect of exchange rate changes on cash and cash equivalents 484 ( 164 ) ( 33 )

Net increase (decrease) in cash and cash equivalents 129,899 ( 15,217 ) 131,931

Cash, cash equivalents and restricted cash at beginning of year 344,067 359,284 227,353

Cash, cash equivalents, and restricted cash at end of year $ 344,067 $ 359,284 $ 227,353

Cash and cash equivalents at end of year $ 473,966 $ 344,067 $ 359,284

Supplemental disclosures of cash flow information:

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 11,397 $ — $ 6,518

Common stock issued for acquisition of assets $ 13,541 $ — $ —

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

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10x Genomics, Inc.

(the “Company”) is a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biological systems at resolution and scale that matches the complexity of biology.

The Company’s integrated solutions include the Company’s Chromium instruments and the Company's Visium CytAssist and Xenium Analyzer, which the Company refers to as “Spatial instruments,” and the Company’s proprietary microfluidic chips, slides, reagents and other consumables for the Company’s Chromium, Visium and Xenium solutions, which the Company refers to as “consumables.” The Company bundles its software with these products to guide customers through the workflow, from sample preparation through analysis and visualization.

(the “Company”) is a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biology.

The Company’s integrated research solutions include the Company’s single cell instruments, which include the Company’s Chromium instruments, and the Company’s Spatial instruments, which include the Company’s Visium CytAssist and Xenium Analyzer instruments, and the Company’s consumables, which include proprietary microfluidic chips, slides, reagents and other consumables for the Company’s Chromium, Visium and Xenium solutions.

The Company bundles its software with these products to guide customers through the workflow, from sample preparation through analysis and visualization.

Customers purchase instruments and consumables from the Company for use in their experiments.

The Company was incorporated in the state of Delaware in July 2012 and began commercial and manufacturing operations and selling its instruments and consumables in 2015.

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All intercompany transactions and balances have been eliminated.

Reclassification

Amounts related to license and royalty revenue in the consolidated statements of operations for the years ended December 31, 2024 and 2023 have been reclassified to conform to the current presentation.

Amounts related to accretion of discount and amortization of premium on marketable securities in the consolidated statements of operations for the years ended December 31, 2024 and 2023 have been reclassified to conform to the current presentation.

Amounts related to other receivables in the consolidated balance sheet as of December 31, 2024 have been reclassified to conform to the current presentation.

Summary of Significant Accounting Policies

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The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent liabilities, and the reported amounts of revenue and expense.

These judgments, estimates and assumptions are used for, but not limited to, revenue recognition, inventory valuation and write-downs, accounting for asset and business acquisitions and the valuation of stock-based compensation awards.

These judgments, estimates and assumptions are used for, but not limited to, revenue recognition, inventory valuation and write-downs, accounting for asset and business acquisitions, the valuation of stock-based compensation awards and remeasurement of contingent consideration.

The Company bases its estimates on various factors and information, which may include, but are not limited to, history and prior experience, the Company’s forecasts and future plans, current economic conditions and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources.

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The Company operates as a single operating segment.

The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance.

The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance.

The measures of profitability and significant segment expenses reviewed by the CODM are consistent with the presentation and disclosure in these consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

Cash equivalents consist of amounts invested in money market funds and are stated at fair value.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):

Year Ended December 31,

2024 2023 2022

Cash and cash equivalents $ 344,067 $ 359,284 $ 219,746

Restricted cash — — 7,607

Total cash, cash equivalents and restricted cash $ 344,067 $ 359,284 $ 227,353

Marketable Securities

2 unchanged sentences

Available-for-sale debt securities with original maturities longer than three months are available to fund current operations and are classified as marketable securities, within current assets on the balance sheet.

Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in "Accumulated other comprehensive loss," a component of stockholders’ equity, net of tax.

Realized gains (losses) on the sale of marketable securities are determined using the specific-identification method and recorded in “Other expense, net,” in the Consolidated Statements of Operations.

Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in "Accumulated other comprehensive income (loss)," a component of stockholders’ equity, net of tax.

Realized gains (losses) on the sale of marketable securities are determined using the specific-identification method and recorded in “Other income (expense), net,” in the Company’s consolidated statements of operations.

The available-for-sale debt securities are subject to a periodic impairment review.

1 unchanged sentence

The Company recognizes an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend to sell the investment before recovery of its amortized cost basis.

Allowances for credit losses and write-downs are recognized in “Other expense, net,” and unrealized losses not related to credit losses are recognized in “Accumulated other comprehensive loss.” There are no allowances for credit losses for the periods presented.

Allowances for credit losses and write-downs are recognized in “Other income (expense), net,” and unrealized losses not related to credit losses are recognized in “Other comprehensive income (loss).” There are no allowances for credit losses for the periods presented.

Fair Value of Financial Instruments

12 unchanged sentences

Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third party-data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data.

The Company measures contingent consideration related to the Company’s acquisition of Scale Biosciences, Inc.

(“Scale Bio”) at fair value on a recurring basis.

Refer to Note 4, Acquisitions, for additional details regarding the acquisition.

The contingent consideration is valued using a probability-weighted discounted cash flow approach, which reflects management’s estimates of future outcomes, timing of payments and discount rates.

Because these inputs involve significant judgment, the fair value measurement are classified as Level 3 within the fair value hierarchy.

Accounts Receivable, Net

1 unchanged sentence

The Company reviews its accounts receivable and provides allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues.

The allowance for doubtful accounts was $ 0.1 million and $ 0.1 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2025 and 2024, the allowance for doubtful accounts was $ 0.1 million for both periods.

Business Concentrations

1 unchanged sentence

The Company’s agreement with the contract manufacturers contains purchase commitments.

In addition, the Company is reliant on several suppliers for key components for its reagent kits.

In addition, the Company relies on several suppliers for key components for its reagent kits.

A significant disruption in the operations of the contract manufacturers or suppliers may impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on its business, financial condition and results of operations.

Concentrations

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, marketable securities (as described in this footnote under the header “Marketable Securities” above) and accounts receivable.

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, marketable securities, accounts receivable and other receivables.

The Company’s cash and cash equivalents held with large financial institutions in the United States and deposits exceed the Federal Deposit Insurance Corporation’s insurance limit.

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No customer or distributor represented more than 10% of the Company’s outstanding accounts receivable as of December 31, 2025 or 2024.

Substantially all the Company’s long-lived assets are located in the United States.

Inventory is recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value.

13 unchanged sentences

The Company evaluates ROU assets related to leases for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be recoverable.

This evaluation is performed in a manner consistent with the Company’s impairment assessment for long-lived assets.

When a decision has been made to sublease that space, the Company evaluates the asset for impairment and recognize the associated impact to the ROU asset and related expense, if applicable.

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If the evaluation indicates that the carrying amount of the ROU assets may not be recoverable, any potential impairment is measured based upon the fair value of the related ROU asset or asset group as determined by appropriate valuation techniques.

Refer to Note 7, Commitments and Contingencies - Lease Agreements, to the Notes to Consolidated Financial Statements for further details.

During the year ended December 31, 2025, the Company recognized an impairment loss related to the ROU assets associated with the leased facility acquired as part of the Scale Bio acquisition.

Refer to the Impairment of Long-Lived Assets section below and Note 7, Commitments and Contingencies - Lease Agreements, for further details.

The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component.

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Leasehold improvements 3 - 10

Acquisitions of Intellectual Property

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an asset acquisition.

If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business.

The Company accounts for asset acquisition under Accounting Standards Codification, Business Combinations, Topic 805, Subtopic 50 , which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given.

Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values.

If the Company has the option to pay in equity for contingent consideration related to the acquisition, a liability is recorded in accordance with the guidance of ASC 480, Distinguishing Liabilities from Equity.

The contingent consideration is recorded at fair value at inception and is revalued on a quarterly basis for any significant adjustments and recognized in the Company’s consolidated statements of operations in “Other income (expense), net.”

Impairment of Long-Lived Assets

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If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values.

The Company recorded impairment charges of $ 3.1 million and $ 9.8 million primarily relating to computer equipment, software, right-of-use assets, and intangible assets during the years ended December 31, 2024 and 2023, respectively.

There were no impairment losses recorded for the year ended December 31, 2022.

The Company recorded impairment charges of $ 2.1 million, $ 3.1 million and $ 9.8 million primarily relating to computer equipment, software, ROU assets, and intangible assets during the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to Note 5, Other Financial Statement Information, for further details.

Substantially all the Company’s long-lived assets are located in the United States.

Product Warranties

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Deferred revenue consists of payments received in advance of revenue recognition primarily related to instrument service agreements, also referred to as extended warranties.

Revenue under these agreements is recognized over the related service period.

Revenue under these agreements is recognized ratably over the related service

Deferred revenue expected to be recognized during the 12 months following the balance sheet date is recorded as current portion of deferred revenue and the remaining portion is recorded as long-term.

Revenue Recognition

The Company generates revenue from sales of products and services, and its products consist of instruments and consumables.

Products and Services Revenue

The Company generates revenue from sales of products, which consist of instruments and consumables, and services.

Revenue from product sales is recognized when control of the product is transferred, which is generally upon shipment to the customer.

Instrument service agreements, which relate to extended warranties, are typically entered into for one-year terms, following the expiration of the standard one-year warranty period.

Instrument service agreements, which relate to extended warranties, are typically entered into for a one-year term, following the expiration of the standard one-year warranty period.

Revenue for extended warranties is recognized ratably over the term of the extended warranty period as a stand ready performance obligation.

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Customers are invoiced generally upon shipment, or upon order for services, and payment is typically due within 30 days.

Cash received from customers in advance of product shipment or providing services is recorded as a contract liability.

Cash received from customers in advance of product shipments or the provision of services is recorded as a contract liability.

The Company’s contracts with its customers generally do not include rights of return or a significant financing component.

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If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts.

Cost of Revenue

Cost of revenue primarily consists of manufacturing costs incurred in the production process, including personnel and related costs, component materials, labor and overhead, packaging and delivery costs and allocated costs including facilities and information technology.

In addition, cost of product revenue includes royalty costs for licensed technologies included in the Company’s products, warranty costs and provisions for slow-moving and obsolete inventory.

License and Royalty Revenue

The Company has agreements with third parties that include up-front fees and royalties.

Revenue related to the delivery of intellectual property is recognized when the license is delivered to the third parties.

Royalty revenue is recognized when the underlying sales occur.

If the reporting of the actual sales from the Company’s licensees occurs after the Company’s reporting date, the Company estimates the royalty revenue receivable at the reporting date and adjusts for any changes in estimates in the following period.

Cost of Products and Services Revenue

Cost of product and services revenue primarily consists of manufacturing costs incurred in the production process, including personnel and related costs, component materials, labor and overhead, packaging and delivery costs and allocated costs including facilities and information technology.

In addition, cost of product and services revenue includes royalty costs for licensed technologies included in the Company’s products, warranty costs and write-downs for slow-moving and obsolete inventory.

Shipping and Handling Costs

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Research and development expense consists of personnel and related costs, independent contractor costs, laboratory supplies, equipment maintenance, prototype and materials expenses, amortization of developed technology and intangibles and allocated costs including facilities and information technology.

See Note 4 for discussion of in-process research and development included in the consolidated statements of operations.

Advertising Costs

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Stock-based compensation expense for its stock-based awards is based on their grant date fair value.

The Company determines the fair value of RSUs based on the closing price of its stock, which is listed on the Nasdaq Global Select Market, at the date of the grant (or on the most recent trading day prior to grant, if the date of grant is not a trading day).

The Company determines the fair value of RSUs based on the closing price of its stock, which is listed on the Nasdaq Global Select Market, at the date of the

grant (or on the most recent trading day prior to grant, if the date of grant is not a trading day).

The Company estimates the fair value of stock option awards under an equity incentive plan and stock purchase rights under an ESPP on the grant date using the Black-Scholes option-pricing model.

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The Company calculated the expected term using the simplified method, which is the mid-point between the vesting and contractual term.

Due to the short

trading period of the Company's stock, the Company has estimated volatility by reference to the historical volatilities of the Company and that of similar publicly traded peer companies.

Due to the short trading period of the Company's stock, the Company has estimated volatility by reference to the historical volatilities of the Company and that of similar publicly traded peer companies.

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

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dollar using month-end exchange rates, and revenue and expenses using average exchange rates.

The adjustments resulting from these foreign currency translations are recorded in “Accumulated other comprehensive loss.”

The adjustments resulting from these foreign currency translations are recorded in “Accumulated other comprehensive income (loss).”

For entities where the functional currency is the U.S.

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Revenue and expenses are remeasured at the average exchange rates for the period.

Gains or losses from foreign currency remeasurement are included in “Other expense, net” in the consolidated statements of operations.

The Company recognized foreign currency transaction losses of $ 2.1 million for the year ended December 31, 2024.

The Company recognized foreign currency transaction gains of $ 1.2 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively.

Gains or losses from foreign currency remeasurement are included in “Other income (expense), net” in the consolidated statements of operations.

The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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Net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities.

The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and Class B common stock are identical, other than voting rights.

The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock and

Class B common stock are identical, other than voting rights.

As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

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Recently Issued Accounting Pronouncement and Disclosure Rules

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes, which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements.

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

2023-09, Income Taxes (“ASU No.

2023-09”), which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements.

The updated standard is effective beginning with the Company’s fiscal year 2025 annual reporting period.

The Company adopted ASU No.

2023-09 in its fourth quarter of 2025 using a prospective transition method and the additional disclosures required under the standard are included in the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025 issued ASU 2025-01, Clarifying the Effective Date ("ASU 2025-01") to provide clarification as to the effective date.

ASU 2024-03 requires disaggregated disclosure of income statement expenses.

ASU 2024-03 does not change the expense captions currently presented on the income statement;

rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

ASU 2024-03, as amended by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027.

ASU 2024-03 can be applied on a prospective basis;

however, retrospective application is permitted.

Early adoption is permitted.

The Company is currently evaluating the impact that the updated standard will have on its related disclosures and will not early adopt this accounting standard.

As ASU 2024-03 only requires additional disclosure, it will not have a material impact on the Company's financial condition and results of operations.

Restructuring

On December 7, 2023, the Company committed to a restructuring plan related to the closure of one of its research and development facilities resulting in restructuring charges of $ 2.5 million associated with this plan, comprised primarily of long-lived assets impairment costs and one-time employee termination benefits which were recorded during the year ended December 31, 2023.

During the year ended December 31, 2025, the Company implemented a reduction in force plan in order to decrease costs and maintain a streamlined organization to support the business.

Restructuring charges of approximately $ 10.6 million associated with restructuring, comprised primarily of severance-related costs and the impairment loss associated with the Scale Bio ROU assets, were recorded during the year ended December 31, 2025.

Restructuring costs of $ 0.5 million, $ 4.1 million and $ 6.0 million were recorded in cost of revenue, research and development expense, and selling, general and administrative expense, respectively, in the Company's consolidated statements of operations during the year ended December 31, 2025.

No additional restructuring charges are expected to be incurred, and the restructuring activities are expected to be substantially completed by the end of the first quarter of 2026.

In 2023, the Company implemented a restructuring plan related to the closure of one of its research and development facilities resulting in restructuring charges of $ 2.5 million, comprised primarily of long-lived assets impairment costs and one-time employee termination benefits which were recorded during the year ended December 31, 2023.

Restructuring costs of $ 2.5 million were recorded in research and development and general and administrative expenses during the year ended December 31, 2023 in the Company's consolidated statements of operations.

The restructuring activities were completed as of December 31, 2024.

On August 3, 2022, the Company implemented a reduction in force plan in order to decrease costs and maintain a streamlined organization to support the business.

Restructuring charges of $ 4.2 million associated with this plan, comprised primarily of severance-related costs, were recorded during the year ended December 31, 2022.

Restructuring costs of $ 0.3 million, $ 1.4 million and $ 2.5 million were recorded in cost of revenue, research and development expense, and selling, general and administrative expense, respectively, during the year ended December 31, 2022 in the Company's consolidated statements of operations.

The restructuring activities were completed as of December 31, 2022.

The following table is a summary of restructuring costs related to the Company’s restructuring activities as of December 31, 2024 (in thousands):

Termination Benefits Costs Long-lived Assets Impairment Expenses Total

The following table is a summary of restructuring costs related to the Company’s restructuring activities for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Termination Benefits Costs Stock-Based Compensation Expense

Long-lived Assets Impairment Expenses

Balance at January 1, 2023 $ 215 $ — $ — $ 215

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Cash payments made ( 569 ) — — ( 569 )

Non-cash charge — ( 2,171 ) ( 2,171 )

Balance at December 31, 2024 — — — —

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Cash payments made ( 7,736 ) — — ( 7,736 )

( 569 ) — ( 569 )

Non-cash charge — ( 314 ) ( 1,253 ) ( 1,567 )

Balance at December 31, 2025 $ 1,287 $ — $ — $ 1,287

2025 Acquisition

On January 28, 2023, the Company signed an agreement to acquire certain intangible and other assets from Centrillion Technologies, Inc.

On August 7, 2025, the Company entered into an agreement to acquire all outstanding shares of common stock of Scale Bio, a single cell genomics technology company.

Upon closing the transaction on August 11, 2025, the Company made an upfront payment consisting of $ 9.2 million in cash and $ 13.5 million ( 1,099,992 shares) in shares of the Company’s Class A common stock.

In the first quarter of 2026, the Company expects to pay $ 20.0 million, subject to any adjustments, in cash and in shares of the Company’s Class A common stock in connection with the technology transfer completed in the third quarter of 2025.

In the future the Company may pay up to $ 30.0 million of contingent consideration if certain milestones are met.

The transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is concentrated in the developed technology.

The Company determined that the contingent consideration was within the scope of ASC 480, Distinguishing Liabilities from Equity , because the contingent consideration is payable in cash or shares of the Company’s Class A common stock, at the Company’s election.

The contingent consideration was recorded at fair value as of the acquisition date.

Upon closing, the Company recognized $ 22.4 million for the fair value of the contingent consideration.

The following table summarizes the value of assets acquired and liabilities assumed (in thousands) as of the closing on August 11, 2025:

Developed technology 51,639

Other assets and liabilities, net ( 6,467 )

Net identifiable assets acquired $ 46,562

Other assets and liabilities, net includes assumed liabilities for pre-acquisition services provided to Scale Bio by third parties which are also measured at fair value under ASC 480.

The Company will remeasure the contingent consideration and assumed liabilities within the scope of ASC 480 as of each applicable reporting period.

Upon remeasurement as of December 31, 2025, the Company recorded a $ 1.4 million change in the fair value within “Other income (expense), net” in the Company’s consolidated statement of operations.

Measurement of the liabilities using a probability weighted discounted cash flow approach is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs.

The calculation relies upon the probability of achieving the milestones and approximate timing of payment based on the terms of the arrangement.

The following table discloses the summary of changes in the contingent consideration and assumed liabilities measured at fair value using Level 3 inputs (in thousands):

Year Ended December 31, 2025

Beginning of period $ —

Contingent consideration to sellers 22,378

Assumed liabilities to third parties 815

Change in fair value 1,407

Balance at end of period $ 24,600

Following the integration of Scale Bio’s operations, the Company determined to vacate a leased facility and recognized restructuring charges consisting of an impairment loss on the related ROU asset and severance-related costs during the year ended December 31, 2025.

See Note 3, Restructuring , and Note 7, Commitments and Contingencies, for further details .

2023 Acquisition

In 2023, the Company signed an agreement to acquire certain intangible and other assets from Centrillion Technologies, Inc.

and Centrillion Technology Holdings Corp.

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Upon the close of the transaction on July 14, 2023, the Company paid additional cash consideration of $ 10.0 million upon acquiring the assets.

Under the agreement, the Company is obligated to provide additional cash consideration if certain technology development milestones are met.

As of December 31, 2023, the Company had paid $ 21.3 million relating to the completion of development milestones.

The Company paid an additional $ 20.0 million in January 2024 in relation to a development milestone which was accrued in the Company's consolidated financial statements as of December 31, 2023.

Under the agreement, the Company is obligated to pay for certain technology development milestones if they are met.

As of December 31, 2025, the Company has paid $ 41.3 million relating to the completion of development milestones.

Up to $ 15.0 million of cash consideration is due if an additional technology development milestone is met.

Furthermore, the Company expects to pay cash consideration tied to future sales milestones if such milestones are met.

The transaction was accounted for as an asset acquisition.

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The Company also acquired an intangible asset of $ 0.2 million related to assembled workforce which is included in “Intangible assets, net” in the consolidated balance sheets.

The following table summarizes the value of assets acquired and liabilities assumed (in thousands):

Assets Acquired and Liabilities Assumed

The following table summarizes the value of assets acquired and liabilities assumed as of the closing date (in thousands):

In-process research and development $ 60,980

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Marketable securities:

Corporate debt securities — — — — 10,022 — ( 51 ) 9,971 Level 2

Government debt securities 49,431 12 — 49,443 49,317 18 — 49,335 Level 2

Asset-backed securities — — — — 1,425 — ( 12 ) 1,413 Level 2

Total available-for-sale securities $ 490,539 $ 12 $ — $ 490,551 $ 371,329 $ 18 $ — $ 371,347

The contractual maturities of marketable securities as of December 31, 2025 were all less than one year.

The company incurred gross realized losses of $ 3.0 thousand and $ 1.7 million, from the sale of available-for-sales debt securities during the years ended December 31, 2024 and 2023, respectively.

The Company incurred no material gross realized

gains or losses from available-for-sales debt securities for the years ended December 31, 2022.

Realized gains (losses) on the sale of marketable securities are recorded in “Other expense, net” in the condensed consolidated statements of operations.

The company incurred no gross realized losses from the sale of available-for-sales debt securities during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023, the company incurred a de minimis gross realized loss and a gross realized loss of $ 1.7 million from the sale of available-for-sales debt securities, respectively.

Realized gains (losses) on the sale of marketable securities are recorded in “Other expense, net” in the consolidated statements of operations.

The available-for-sale debt securities are subject to a periodic impairment review.

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Allowances for credit losses and write-downs are recognized in “Other expense, net,” and unrealized losses not related to credit losses are recognized in “Other comprehensive income (loss).” There are no allowances for credit losses for the periods presented.

Inventory was comprised of the following (in thousands):

Purchased materials $ 38,930 $ 34,484

Work in progress 27,441 21,975

Finished goods $ 23,183 $ 16,736

Work in progress 17,135 27,441

Purchased materials 16,023 38,930

Inventory $ 56,341 $ 83,107

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Property and equipment, net consisted of the following (in thousands):

Land $ 36,765 $ 36,765

Building $ 147,493 $ 147,094

Leasehold improvements 89,724 89,567

Laboratory equipment and machinery 78,133 72,498

Land 36,765 36,765

Computer equipment and software 15,281 14,953

Furniture and fixtures 9,850 9,586

Leasehold improvements 89,567 96,405

Construction in progress 2,929 5,152

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Depreciation expense was $ 31.2 million, $ 33.9 million and $ 32.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.

During the year ended December 31, 2025, the Company recorded impairment charges of $ 0.1 million related to leasehold improvements.

During the year ended December 31, 2024, the Company recorded impairment charges of $ 2.1 million related to computer equipment and software of which $ 0.3 million, $ 0.7 million and $ 1.1 million was classified in cost of revenue, research and development, and selling, general and administrative expenses, respectively, in the consolidated statement of operations.

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Amortization Intangibles,

Technology licenses 9.8 $ 22,504 $ ( 8,016 ) $ 14,488 $ 22,504 $ ( 6,546 ) $ 15,958

Developed technology 6.0 $ 52,639 $ ( 3,359 ) $ 49,280 $ 1,000 $ ( 92 ) $ 908

Customer relationships 0.9 945 ( 918 ) 27 945 ( 789 ) 156

Technology licenses 8.8 22,504 ( 9,491 ) 13,013 22,504 ( 8,016 ) 14,488

Assembled workforce 0.5 1,328 ( 1,292 ) 36 1,328 ( 1,080 ) 248

Customer relationships 0.0 945 ( 945 ) — 945 ( 918 ) 27

Intangible assets, net $ 77,416 $ ( 15,087 ) $ 62,329 $ 25,777 $ ( 10,106 ) $ 15,671

During the year ended December 31, 2025, the Company recorded developed technology of $ 51.6 million and assembled workforce of $ 0.7 million in connection with the Scale Bio acquisition.

The amortization of developed technology is recorded in cost of revenue.

See Note 4, Acquisitions, for details related to intangibles acquired.

During the year ended December 31, 2025, the Company recorded an impairment loss of $ 0.7 million for the assembled workforce.

During the year ended December 31, 2023, the Company recorded impairment charges of $ 4.6 million related to its developed technology and assembled workforce.

No impairment losses were recognized for intangible assets during the years ended December 31, 2024 and December 31, 2022.

No impairment losses were recognized for intangible assets during the year ended December 31, 2024.

The estimated annual amortization of intangible assets for the next five years is shown below (in thousands):

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Total $ 62,329

Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures and asset impairments, among other factors.

Amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures and asset impairments, among other factors.

Accrued Compensation and Related Benefits

Accrued compensation and related benefits were comprised of the following (in thousands):

Accrued payroll and related costs $ 2,970 $ 2,262

Accrued bonus $ 29,506 $ 21,859

Accrued commissions 5,335 5,938

Accrued payroll and related costs 4,964 2,970

Other 2,695 2,848

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Accrued expenses and other current liabilities were comprised of the following (in thousands):

Accrued purchase consideration $ — $ 20,000

Accrued legal and related costs 6,100 3,839

Taxes payable $ 7,219 $ 4,936

Product warranties 6,828 8,615

Customer refunds and deposits payable 5,542 3,002

Accrued royalties for licensed technologies 4,971 7,042

Accrued property and equipment 644 3,199

Accrued professional services 2,914 5,315

Product warranties 8,615 8,116

Taxes payable 4,936 5,049

Accrued legal and related costs 1,502 6,100

Accrued property and equipment 124 644

Other 10,871 5,511

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Revenue and Deferred Revenue

As of December 31, 2024, the aggregate amount of remaining performance obligations related to separately sold extended warranty service agreements, or allocated amounts for extended warranty service agreements bundled with sales of instruments, was $ 33.2 million, of which approximately $ 20.7 million is expected to be recognized to revenue in the next 12 months, with the remainder thereafter.

The contract liabilities of $ 33.2 million and $ 22.0 million as of December 31, 2024 and 2023, respectively, consisted of deferred revenue related to extended warranty service agreements.

As of December 31, 2025, the aggregate amount of remaining performance obligations primarily related to separately sold extended warranty service agreements, or allocated amounts for extended warranty service agreements bundled with sales of instruments, was $ 34.4 million, of which approximately $ 23.9 million is expected to be recognized to revenue in the next 12 months, with the remainder thereafter.

The contract liabilities of $ 34.4 million and $ 33.2 million as of December 31, 2025 and 2024, respectively, primarily consisted of deferred revenue related to extended warranty service agreements.

Year Ended December 31,

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2025 2024 2023

Chromium $ 35,212 $ 47,866 $ 58,552

Single Cell $ 22,671 $ 35,212 $ 47,866

Spatial 34,108 57,503 75,605

Total instruments revenue 56,779 92,715 123,471

Chromium 372,308 420,316 400,433

Single Cell 363,206 372,308 420,316

Spatial 143,977 121,124 59,237

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Services 32,726 24,317 15,703

Products and services revenue 596,688 610,464 618,727

License and royalty revenue 46,135 321 —

Total revenue $ 642,823 $ 610,785 $ 618,727

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2025 2024 2023

United States $ 334,318 $ 360,091 $ 284,987

United States (a)

$ 346,512 $ 334,318 $ 360,091

Americas (excluding United States) 12,261 13,447 13,101

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Total revenue $ 642,823 $ 610,785 $ 618,727

__________________________

(a) Includes license and royalty revenue.

License and Royalty Revenue

In February 2025, the Company settled its worldwide patent litigation with Vizgen, Inc.

As part of that settlement, Vizgen has limited rights to certain intellectual property owned or exclusively licensed by the Company.

As one part of the settlement, the Company received an upfront payment of $ 26.0 million and receives royalties on Vizgen’s sales of products covered by the license.

The $ 26.0 million upfront payment was recorded as a $ 9.2 million gain on settlement and $ 16.8 million in license and royalty revenue.

The amount attributed to the gain on settlement was determined by applying a royalty rate to Vizgen’s historical revenues prior to the settlement.

In May 2025, the Company entered into a settlement agreement and license agreements with Bruker Corporation (“Bruker”) resolving all outstanding litigation and other proceedings between the parties across all jurisdictions around the world.

Under the agreements, the Company has the right to receive four quarterly installment payments beginning in the third quarter of 2025, which total $ 68.0 million, and applicable interest.

The Company receives royalties on Bruker’s sales of products and services covered by the license.

The $ 68.0 million amount was recorded as a $ 40.7 million gain on settlement and $ 27.3 million in license and royalty revenue.

The amount attributed to the gain on settlement was determined by applying a royalty rate to the historical revenues prior to the settlement.

As of December 31, 2025, the Company had received two quarterly installment payments from Bruker, and the remaining balance was recognized under other receivables which is presented separately on the Company’s consolidated balance sheets.

Other Income (Expense), Net

“Other income (expense), net” in the consolidated statements of operations primarily consists of gains or losses from foreign currency remeasurement and fair value adjustments of contingent consideration.

The Company recognized a foreign currency transaction gain of $ 2.5 million for the year ended December 31, 2025, a foreign currency transaction loss of $ 2.1 million for the year ended December 31, 2024, and a foreign currency transaction gain of $ 1.2 million for the year ended December 31, 2023.

The Company recognized a $ 1.4 million change in fair value of contingent consideration related to the Scale Bio acquisition for the year ended December 31, 2025.

Income (loss) before provision for income taxes were as follows (in thousands):

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Year Ended December 31, 2025

Amount Percent

federal statutory tax rate $ ( 8,380 ) 21 %

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

( 2,363 ) 6 %

Foreign tax effects

Nondeductible compensation 1,179 ( 3 ) %

Other ( 248 ) 1 %

Other foreign jurisdictions 274 ( 1 ) %

Effect of cross-border tax laws 336 ( 1 ) %

Research and development tax credits ( 4,250 ) 11 %

Changes in valuation allowance ( 5,038 ) 13 %

Nontaxable or nondeductible items

Stock-based compensation 14,551 ( 37 ) %

Executive compensation (162(m)) 1,208 ( 3 ) %

Other items 503 ( 1 ) %

Changes in unrecognized tax benefits 5,865 ( 15 ) %

Effective tax rate $ 3,637 ( 9 ) %

___________________

(a) State taxes in California, Pennsylvania and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

Year Ended December 31,

Income tax provision at federal statutory rate $ ( 37,317 ) $ ( 52,240 )

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net deferred tax assets.

deferred tax assets predominantly relate to operating losses, tax credits and capitalized R&D intangibles.

deferred tax assets predominantly relate to operating losses, tax credits and capitalized research and development intangibles.

valuation allowance was estimated based on an assessment of both positive and negative evidence to determine whether it is more likely than not that deferred tax assets are recoverable.

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As of December 31, 2025, the Company had federal net operating loss (“NOL”) carryforwards of $ 808.1 million and federal tax credit carryforwards of $ 93.8 million.

The federal NOL carryforwards generated after December 31, 2017 totaling $ 632.9 million are carried forward indefinitely, while all others, along with the federal tax credit carryforwards, expire in years beginning in 2033.

The federal NOL carryforwards generated after December 31, 2017 totaling $ 802.3 million are carried forward indefinitely, while all other federal NOL and tax credit carryforwards expire beginning in 2033 and 2036, respectively.

As of December 31, 2025, the Company had state NOL carryforwards of $ 506.5 million, which begin to expire primarily in 2033.

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If an ownership change occurred, utilization of the net operating loss and tax credit carryforwards could be significantly reduced.

Income taxes paid, net of refunds received, consisted of the following (in thousands):

Year Ended December 31, 2025

Amount Percent

State $ 195 8 %

Singapore 947 40 %

Other foreign jurisdictions 1,249 52 %

Total income taxes paid, net of refunds received $ 2,391 100 %

The total balance of unrecognized gross tax benefits, resulting primarily from research and development tax credits claimed on the Company’s annual tax returns, were as follows (in thousands):

Unrecognized tax benefits at beginning of year $ 50,022 $ 45,713

Reduction related to settlements with tax authorities ( 285 ) —

Reductions related to settlements with tax authorities — ( 285 )

Reductions based on prior year tax provisions ( 739 ) ( 1,617 )

Additions related to acquisitions 2,287 —

Additions based on prior year tax provisions 436 467

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Internal Revenue Service and other domestic and foreign tax authorities.

The United States, California, and Sweden are considered as major jurisdictions.

The United States, California, Singapore, and Sweden are considered as major jurisdictions.

The Company has not been audited in such jurisdictions.

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Due to the number of years remaining that are subject to examination, the Company is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

It is reasonably possible that the Company's unrecognized tax benefits will change significantly over the next 12 months, likely due to increases related to research and development tax credits.

uncertain tax positions, due to a full valuation allowance, such liabilities have been netted against deferred tax attribute carryovers.

As a result, if recognized, the unrecognized tax benefits would not materially impact income tax expense.

The Company includes interest and penalties related to income tax matters within the provision for income taxes.

The total amount of gross interest and penalties accrued was $ 2.1 million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively.

The Company recognized interest and penalty expenses of $ 0.7 million, $ 0.5 million and $ 0.2 million in 2024, 2023, and 2022, respectively.

The Company recognized interest and penalty expenses of $ 0.6 million, $ 0.7 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintained undistributed earnings overseas as of December 31, 2025, and the Company believed the funds held by all non-U.S.

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operations, the Company may be subject to withholding taxes in the foreign countries.

The Company’s unrepatriated earnings are not subject to federal income tax in the U.S.

As a result of tax reform, the Company’s unrepatriated earnings are no longer subject to federal income tax in the U.S.

when distributed.

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The Company’s contract manufacturers make advance purchases of components based on the instrument unit forecasts and purchase orders placed by the Company.

To the extent these components are purchased by a contract manufacturer on the

Company’s behalf and cannot be used by their other customers, the Company is obligated to purchase these components.

To the extent these components are purchased by a contract manufacturer on the Company’s behalf and cannot be used by their other customers, the Company is obligated to purchase these components.

In addition, certain supplier agreements require the Company to make minimum annual purchases under the agreements.

As of December 31, 2024, the Company has commitments to make a total of $ 13.2 million in purchases over the next one year .

To date, the Company has met the minimum purchase commitments.

As of December 31, 2024, the Company has entered into non-cancelable arrangements for subscription software services to make payments aggregating to $ 19.6 million over the next five years .

As of December 31, 2025, the Company had commitments to make a total of $ 12.2 million in purchases over the next two years .

As of December 31, 2025, the Company had entered into non-cancelable arrangements for subscription software services to make payments aggregating to $ 18.6 million over the next four years .

Intellectual Property Licensing

In July 2021, the Company entered into a global settlement and patent cross license agreement with Bio-Rad Laboratories, Inc.

pursuant to which both parties granted each other a non-exclusive, worldwide, royalty-bearing license to develop products and services related to single cell analysis.

Each company shall pay to the other royalties from licensed products and licensed services through 2030.

The minimum commitments related to the Company's license arrangements aggregate to $ 24.9 million as of December 31, 2025 to be paid over the next 16 years.

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The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities.

On November 6, 2020, the Company entered into a Master Lease Agreement ("MLA") to lease additional office building space near the Company's Pleasanton, California headquarters.

All of the components of the MLA have commenced and are expected to terminate on June 30, 2033.

In August 2025, the Company recorded $ 1.8 million in right of use asset and lease liabilities in connection with Scale Bio acquisition.

See Note 3, Asset Acquisition , for details related to right of use assets and lease liabilities acquired.

As of December 31, 2025, the Company recognized an impairment loss of approximately $ 1.3 million related to the ROU assets associated with the Scale Bio leased facility as a result of the decision to vacate the facility to optimize asset utilization and improve operational efficiency following the integration of existing operations.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred $ 12.5 million, $ 12.6 million and $ 13.6 million, respectively, of operating lease costs and $ 1.0 million, $ 0.5 million and $ 0.2 million, respectively, of variable lease costs.

The variable lease cost is comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease cost due to the Company’s election to not separate lease and non-lease components.

The sublease income for the years ended December 31, 2024 and 2023 were $ 1.2 million and $ 0.5 million, respectively.

The sublease income for the years ended December 31, 2025, 2024 and 2023, were $ 0.6 million, $ 1.2 million and $ 0.5 million, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2025, 2024 and 2023 were $ 16.2 million, $ 17.8 million and $ 15.2 million, respectively, and were included in net cash used in operating activities in the Company’s consolidated statements of cash flows.

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Total operating lease liabilities $ 84,361

For the year ended December 31, 2024, the Company incurred approximately $ 1.0 million costs associated with exit activities related to the lease expirations.

The following table summarizes additional information related to operating leases as of December 31, 2024:

The following table summarizes additional information related to the Company’s operating leases:

December 31, 2025 December 31, 2024

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As of December 31, 2025, the Company has concluded that a loss is not probable and a contingent liability has not been recorded.

On May 6, 2021, the Company filed suit against NanoString Technologies, Inc.

(“NanoString”) in the U.S.

District Court for the District of Delaware alleging that NanoString’s GeoMx Digital Spatial Profiler and associated instruments and reagents infringe U.S.

10,472,669, 10,662,467, 10,961,566, 10,983,113 and 10,996,219 (the “GeoMx Action”).

On May 19, 2021, the Company filed an amended complaint additionally alleging that the GeoMx products infringe U.S.

11,001,878 and 11,008,607.

On May 4, 2022, the Company filed an amended complaint in the GeoMx Action additionally alleging that the GeoMx products infringe U.S.

11,293,917 and withdrawing the Company’s claims of infringement of U.S.

The Company is seeking, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to NanoString’s making, using, selling, offering to sell, exporting and/or importing in the United States the GeoMx Digital Spatial Profiler and associated instruments and reagents.

NanoString filed its answer to the GeoMx Action on May 18, 2022.

A Markman hearing was held on February 17, 2023 and the Court issued its claim construction order on February 28, 2023.

On September 7, 2023, the Court issued an order granting the Company’s motion for summary judgment that the asserted patents are not invalid for indefiniteness and denying NanoString’s motion for summary judgment that the asserted patents are invalid for indefiniteness and lack of written description.

On November 17, 2023, a jury found that NanoString willfully infringed the asserted patents and that the asserted patents are valid.

The jury awarded the Company more than $ 31 million in damages, consisting of approximately $ 25 million in lost profits and approximately $ 6 million in royalties.

Post-trial motions, including the Company’s motions for a permanent injunction, ongoing royalties, enhanced damages, attorneys’ fees and pre- and post-judgment interest, are pending.

NanoString filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the U.S.

bankruptcy court in Delaware on February 4, 2024, and the Court’s consideration of these post-trial motions was stayed due to the bankruptcy filing.

In May 2024, Bruker Corporation (“Bruker”) acquired certain assets and assumed certain liabilities of NanoString, including the litigation between 10x and NanoString, and the NanoString product lines at issue.

Post-trial briefing is complete following supplementation by the parties.

On December 23, 2024, the Court issued an opinion denying NanoString’s motion for judgement as a matter of law on invalidity, non-infringement and damages, and denied its request for a new trial.

In that opinion, the Court granted the Company’s motion for permanent injunction, supplemental damages, and pre-judgment and post-judgment interest.

Briefing with regard to the scope of the permanent injunction, supplemental damages, and pre- and post-judgment interest is ongoing.

Due to the uncertainties in collecting the jury award, the Company has not recorded a receivable from NanoString as of December 31, 2024.

On February 28, 2022, the Company filed a second suit against NanoString in the U.S.

District Court for the District of Delaware alleging that NanoString’s CosMx Spatial Molecular Imager and associated instruments, reagents and services infringe U.S.

10,227,639 and 11,021,737 (the “CosMx Action”).

On May 12, 2022, the Company filed an amended complaint in the CosMx Action additionally alleging that the CosMx products additionally infringe U.S.

11,293,051, 11,293,052 and 11,293,054.

NanoString filed its answer to the CosMx Action on May 26, 2022.

On March 1, 2023, the Company filed a second amended complaint additionally alleging that the CosMx products infringe U.S.

The Company is seeking, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to NanoString’s making, using, selling, offering to sell, exporting and/or importing in the United States the CosMx Spatial Molecular Imager and associated instruments, reagents and services.

NanoString filed its answer to the second amended complaint on March 22, 2023.

Discovery is in progress.

A Markman hearing was held on January 10, 2024, and the Court issued its claim construction order on February 1, 2024.

On May 1, 2023, NanoString filed a motion in the CosMx Action to add antitrust, unfair competition, tort and contract counterclaims.

NanoString seeks, among other relief, injunction relief (including that the Company grant NanoString a license to the patents that the Company asserted against NanoString in the CosMx Action) and unspecified damages (including attorneys’ fees).

On July 10, 2023, the Court denied NanoString’s motion for leave to add a contract counterclaim but otherwise granted the motion for leave to amend.

On May 24, 2023, NanoString filed a motion to bifurcate its amended counterclaims and a motion for expedited discovery.

On June 6, 2023, the Court denied NanoString’s motion to bifurcate and granted its motion for expedited discovery.

The Company believes NanoString’s claims are meritless and intends to vigorously defend itself.

Trial is scheduled for May 2025.

On August 16, 2022, NanoString filed a counterclaim in the CosMx Action alleging that the Company’s Visium products infringe U.S.

11,377,689 (the “689 patent”).

The Company filed its answer to NanoString’s counterclaim in the CosMx Action on August 30, 2022.

On November 23, 2022, the Company moved to sever claims relating to NanoString’s assertion of the 689 patent and consolidate those claims with the patent case NanoString filed against the Company on October 20, 2022 (discussed below).

On January 24, 2023, the Court granted the Company’s motion.

On October 20, 2022, NanoString filed suit against the Company in the U.S.

District Court for the District of Delaware alleging that the Company’s Visium products infringe U.S.

11,473,142 (the “142 patent”), a continuation of the 689 patent (the “NanoString Action”).

NanoString seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States Visium products and associated instruments, reagents and services.

On January 24, 2023, the Court severed NanoString’s claims with respect to the 689 patent from the CosMx Action and consolidated those claims with this action.

NanoString filed an amended complaint on January 27, 2023.

The Company filed an answer to the NanoString Action on February 10, 2023.

Discovery is in progress.

A Markman hearing was held on January 10, 2024, and the Court issued its claim construction order on February 1, 2024.

Trial is scheduled for November 2024.

The Company believes NanoString’s claims in the NanoString Action are meritless and intends to vigorously defend itself.

On August 16 and September 25, 2023, the Company filed petitions for inter partes review (“IPR”) of the 689 patent and the 142 patent, respectively.

On February 1, 2024, IPR was instituted for the 689 patent.

On September 5, 2024, trial was instituted for the 142 patent.

On January 30, 2024, NanoString filed a petition for IPR of U.S.

11,542,554, which is asserted by the Company against NanoString in the CosMx Action.

On August 23, 2024, IPR was instituted for the 554 patent.

On March 9, 2022, the Company filed suit in the Munich Regional Court in Germany alleging that NanoString’s CosMx Spatial Molecular Imager and associated instruments, reagents and services infringe EP Patent No.

2794928B1 (the “EP928 patent”) (the “Germany CosMx Action”).

A hearing on infringement was held on March 23, 2023.

On May 17, 2023, the Munich Regional Court found that the CosMx products infringe the EP928 patent and issued a permanent injunction requiring NanoString to stop selling and supplying CosMx instruments and reagents for RNA detection in Germany.

The injunction took effect on June 1, 2023.

On May 25, 2023, NanoString filed an appeal of the Germany CosMx Action in the Munich Higher Regional Court.

A hearing date has not yet been set for this appeal.

On October 30, 2023, NanoString requested that the Higher Regional Court temporarily stay enforcement of the injunction pending the appeal.

On December 20, 2023, the Higher Regional Court granted NanoString’s request conditioned upon NanoString posting a 2.3 million Euro security deposit.

On July 29, 2022, NanoString filed a nullity action with the German Federal Patent Court challenging the validity of the EP 928 patent.

On February 10, 2023, the Federal Patent Court issued a preliminary opinion upholding the validity of certain claims of the EP 928 patent directed to in situ analysis.

On May 7, 2024, the German Federal Patent Court revoked the German part of the EP 928 patent.

The Company strongly disagrees with this decision and will appeal the decision.

On June 1, 2023, the Company filed requests for preliminary injunctions in the Munich Local Division of the Unified Patent Court (“UPC”) alleging that NanoString’s CosMx Spatial Molecular Imager and associated instruments, reagents and services for RNA detection infringe the EP928 patent and EP Patent No.

4108782 (the “EP782 patent”).

Hearings were held for the EP 782 and EP 928 patents on September 5 and September 19, respectively.

On September 19, 2023, the UPC granted the Company’s request for the EP782 patent and issued a preliminary injunction requiring NanoString to stop selling and supplying CosMx instruments and reagents for RNA detection in all 17 UPC member states.

On October 10, 2023, the UPC denied the Company’s preliminary injunction request for the EP928 patent.

On October 2, 2023, NanoString filed an appeal of the preliminary injunction for the EP782 patent in the UPC Court of Appeals.

A hearing was held before the UPC Court of Appeals on December 18, 2023.

The UPC Court of Appeals overturned the preliminary injunction on February 26, 2024.

On August 31 and September 18, 2023 we filed main requests in the Munich Local Division of the UPC alleging that NanoString's CosMx Spatial Molecular Imager and associated instruments, reagents and services for RNA detection infringe the EP 782 and EP 928 patents, respectively.

A hearing on the main request for EP 782 is scheduled for September 2025.

No hearing has yet been set for the main request with regard to EP 928.

On July 18, 2023, NanoString filed an opposition in the European Patent Office challenging the validity of the EP782 patent.

A hearing is scheduled for March 2025.

On July 27, 2023, NanoString filed a revocation action in the Munich Central Division of the UPC challenging the validity of the EP928 patent.

A hearing in the revocation action took place on September 18, 2024.

Following the hearing, the UPC revoked EP928.

The Company strongly disagrees with this decision and has appealed.

On May 3, 2022, the Company filed suit against Vizgen, Inc.

(“Vizgen”) in the U.S.

District Court for the District of Delaware alleging that Vizgen’s MERSCOPE Platform and workflow and/or Vizgen’s Lab Services program, including associated instruments and reagents, infringe U.S.

11,021,737, 11,293,051, 11,293,052, 11,293,054 and 11,299,767.

The Company seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to Vizgen’s making, using, selling, offering to sell, exporting and/or importing in the United States the MERSCOPE Platform and workflow and/or Vizgen’s Lab Services program, including associated instruments and reagents.

On July 25, 2022, Vizgen filed a motion to dismiss the Company’s claims for willful and indirect infringement, which the Court denied on September 19, 2022.

Discovery is in progress.

A Markman hearing was held on January 10, 2024, and the Court issued its claim construction order on February 1, 2024.

On August 30, 2022, Vizgen filed its answer and counterclaims alleging that the Company’s Xenium product infringes U.S.

11,098,303 (the “303 patent”).

Vizgen seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States Xenium products, including associated instruments and reagents.

Vizgen also filed counterclaims alleging that the Company tortiously interfered with Vizgen’s contractual and business relationship with Harvard and that the Company engaged in unfair practices under Massachusetts state law.

On October 27, 2022, the Company filed a partial answer and motion to dismiss the infringement counterclaim and the tort counterclaims.

On February 2, 2023, the Company’s motion to dismiss was denied.

The Company believes Vizgen’s claims are meritless and intends to vigorously defend itself.

On March 15, 2023, the Company filed an amended complaint additionally alleging that the MERSCOPE Platform and workflow and Vizgen’s Lab Services program infringe U.S.

11,549,136 and withdrawing its claim of infringement of U.S.

On April 17, 2023, Vizgen filed its answer adding amended counterclaims including antitrust, unfair competition, tort and contract counterclaims.

Vizgen seeks, among other relief, injunctive relief (including that the Company grant Vizgen a license to the patents that the Company asserted against Vizgen) and unspecified damages (including attorneys’ fees).

On May 18, 2023, the Company filed a motion to dismiss Vizgen’s amended counterclaims.

On July 10, 2023, the Court granted the Company’s motion to dismiss Vizgen’s contract counterclaim but otherwise denied the Company’s motion to dismiss.

On November 5, 2024, the parties filed cross-motions for summary judgment.

The Company filed a motion for summary judgment on Vizgen’s antitrust, unfair competition, and tort counterclaims.

Vizgen filed a motion for summary judgment to limit the availability of damages and to invalidate the 737, 051, 052, and 136 patents.

Vizgen also moved to exclude two of the Company’s expert witnesses.

On January 3, 2025, the Court granted the Company’s motion for summary judgment regarding Vizgen’s antitrust, unfair competition, and tort counterclaims with the exception of a limited counterclaim of tortious interference.

The Court denied Vizgen’s motion for summary judgment and motion to exclude the Company’s expert witnesses.

The Company believes Vizgen’s remaining tortious interference claim is meritless and intends to vigorously defend itself.

Trial on the Company’s claims and on Vizgen’s non-patent counterclaims began on February 3, 2025.

On February 5, 2025, the parties signed a binding term sheet resolving the worldwide litigation between 10x, Vizgen and Harvard.

On August 24, 2022, the Company filed suit against Parse Biosciences, Inc.

In August 2022, the Company filed suit against Parse Biosciences, Inc.

(“Parse”) in the U.S.

District Court for the District of Delaware alleging that Parse’s Evercode Whole Transcriptomics products and ATAC-seq products infringe U.S.

10,155,981 (the “981 patent”), 10,697,013 (the “013 patent”), 10,240,197 (the “197 patent”), 10,150,995, 10,619,207 and 10,738,357.

The Company seeks, among other relief, injunction relief and unspecified damages (including attorneys’ fees) in relation to Parse’s making, using, selling, offering to sell, exporting and/or importing in the United States Parse’s Evercode Whole Transcriptomics products and ATAC-seq products.

On October 17, 2022, Parse filed a motion to dismiss alleging that the asserted claims are directed to patent ineligible subject matter.

The Court held a hearing on the motion to dismiss on November 22, 2022, and supplemental briefing was submitted on December 15, 2022.

On September 14, 2023, the Court denied the motion.

filed its answer on October 6, 2023.

Discovery is in progress.

A Markman hearing was held on February 21, 2024, and the Court issued its claim construction order on May 3, 2024.

Trial is scheduled for March 2025.

Between April 20 and June 21, 2023, Parse filed petitions for IPR of all of the patents asserted.

On October 13, 2023, IPR was instituted on the 981 patent.

The PTAB denied institution of Parse’s petitions for IPR on the other five asserted patents.

On January 2 and 5, 2024, Parse filed rehearing requests with the PTAB for the 197 and 013 patents, respectively.

On February 5, 2024, the PTAB instituted IPRs for the 197 and 013 patents on Parse’s requests for rehearing.

On September 17, 2024, the PTAB found the challenged claims of the 981 patent unpatentable.

The Company strongly disagrees with this decision and has appealed.

The final written decisions for the 197 and 013 patents are expected in February 2025.

On November 6, 2023, Parse filed a motion to stay the Delaware action pending the IPRs.

On December 21, 2023, the court denied Parse’s motion to stay.

On February 8, 2024, Parse filed a renewed motion to stay.

On February 20, 2024, the court denied Parse’s renewed motion to stay.

On December 1, 2023, the Company filed suit against Curio Bioscience, Inc.

10,155,981 (the “981 patent”), 10,697,013 (the “013 patent”), 10,240,197 (the “197 patent”), 10,150,995 (the “995 patent”), 10,619,207 (the “207 patent”) and 10,738,357 (the “357 patent”).

In February 2025, the Court entered a consent judgment and permanent injunction against Parse with respect to the 995, 207 and 357 patents relating to ATAC-seq.

Parse filed petitions for Inter Partes Review (“IPR”) of the 981, 197 and 013 patents which were found unpatentable by the Patent Trial and Appeals Board in February 2025.

The Company strongly disagrees with those decisions and has appealed.

The Court has stayed the litigation pending the outcome of the appeals.

In August 2025, the Company acquired Scale Bio.

Scale Bio and Parse are parties in a litigation in the U.S.

District Court for the District of Delaware in which Scale Bio is asserting that Parse’s Evercode products infringe U.S.

10,626,442, 10,982,256, 11,512,341 and 11,634,752 (the “752 patent”) and Parse is asserting the Scale Bio’s single cell sequencing products infringe U.S.

10,900,065, 11,168,355 and 11,427,856 (the “Asserted Parse Patents”).

On February 13, 2025 the parties filed a stipulation agreeing that Scale Bio’s High Throughput Assay and methods of using such assays do not infringe the Asserted Parse Patents, and dismissing such claims.

In October 2025, the Court entered summary judgment that the 752 patent is invalid.

The Company disagrees with this decision and plans to appeal.

In November 2025, the Court entered summary judgment that the accused Scale Bio products do not infringe the Asserted Parse Patents.

Additional summary judgment motions are pending and a trial date has not been set.

In December 2023, the Company filed suit against Curio Bioscience, Inc.

(“Curio”) in the U.S.

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10,480,022, 10,662,468, 11,001,879, 11,549,138 and 11,761,030.

On February 1, 2024, Curio filed a motion to dismiss alleging that the asserted claims are directed to patent ineligible subject matter.

The Court denied that motion on May 9, 2024.

On May 31 and June 20, 2024, Curio answered the Complaint and filed antitrust and unfair competition counterclaims.

The Company filed a motion to dismiss Curio’s unfair competition and antitrust counterclaims on July 5, 2024.

The Company believes Curio’s counterclaims are meritless and intends to vigorously defend itself.

Trial is scheduled for May 2026.

On December 4, 2023, the Company filed a request for a preliminary injunction in the Dusseldorf Local Division of the UPC alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe EP Patent No.

In December 2023, the Company filed a request for a preliminary injunction in the Dusseldorf Local Division of the UPC alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe EP Patent No.

2697391 (the “EP 391 patent”).

A hearing was held on March 26, 2024.

On April 30, 2024, the UPC granted the Company’s request and issued a preliminary injunction requiring Curio to stop offering, marketing, using or possessing these Curio Seeker products and services in Germany, France and Sweden.

In April 2024, the UPC granted the Company’s request and issued a preliminary injunction requiring Curio to stop offering, marketing, using or possessing these Curio Seeker products and services in Germany, France and Sweden.

Curio did not appeal the preliminary injunction.

On March 25, 2024, the Company filed a main request in the Dusseldorf Local Division of the UPC alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe the EP 391 patent.

A hearing in the main action is expected in May 2025.

In June 2025, the UPC found that Curio infringes one of the patent’s claims and issued a permanent injunction ordering Curio to cease and desist from selling the Seeker products in Germany, France and Sweden.

In October 2025, the Company filed two lawsuits against Illumina, Inc.

(“Illumina”) in the United States District Court for the District of Delaware.

In the first suit, the Company alleges Illumina’s announced spatial technology program infringe U.S.

11,008,607, 11.549,138, 12,234,505 and 12,297,487.

In the second suit, the Company alleges Illumina’s single cell kits and workflow infringe U.S.

11,692,214, 11,932,902, 12,275,993, 12,305,239 and 12,416,192.

Illumina filed its answers in December 2025 and an amended answer in the single cell suit in February 2026.

No case schedule has been set.

Capital Stock

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Amended and Restated 2012 Stock Plan

Following the adoption of the 2019 Omnibus Incentive Plan in September 2019, any awards outstanding under the Amended and Restated 2012 Stock Plan continue to be governed by their existing terms but no further awards may be granted under the Amended and Restated 2012 Stock Plan.

As of December 31, 2024, the number of shares of Class A common stock issuable under the Amended and Restated 2012 Stock Plan which includes shares issuable upon the exercise of outstanding awards was 1,842,338 .

Following the adoption of the 2019 Omnibus Incentive Plan in September 2019, any awards outstanding under the Amended and Restated 2012 Stock Plan (“2012 Plan”) continue to be governed by their existing terms but no further awards may be granted under the 2012 Plan.

As of December 31, 2025, the number of shares of Class A common stock issuable under the 2012 Plan, which includes shares issuable upon the exercise of outstanding awards, was 1,295,245 .

2019 Omnibus Incentive Plan

The Omnibus Incentive Plan allows for the issuance of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”) or restricted shares.

ISOs may be granted only to the Company’s employees (including officers and directors who are also considered employees).

The 2019 Omnibus Incentive Plan (“2019 Plan”) allows for the issuance of incentive stock options, non-statutory stock options (“NSOs”) or restricted shares.

Incentive stock options may be granted only to the Company’s employees (including officers and directors who are also considered employees).

NSOs and restricted shares may be granted to the Company’s employees and service providers.

As of December 31, 2024, the number of shares of Class A common stock available for issuance under the 2019 Omnibus Incentive Plan was 9,245,631 shares issuable in connection with outstanding awards and 19,637,882 shares reserved for issuance in connection with grants of future awards.

The number of shares of Class A common stock reserved for issuance under the 2019 Omnibus Incentive Plan at the time the 2019 Omnibus Incentive Plan was adopted in 2019 was 11,000,000 .

The Omnibus Incentive Plan provides that the total number of shares of the Company’s Class A common stock that may be issued under the Omnibus Incentive Plan, including options authorized and options outstanding, is 11,000,000 (such share limit as increased from time to time, the “Absolute Share Limit”).

As of December 31, 2025, the number of shares of Class A common stock available for issuance under the 2019 Plan was 10,092,793 shares issuable in connection with outstanding awards and 21,857,245 shares reserved for issuance in connection with grants of future awards.

The number of shares of Class A common stock reserved for issuance under the 2019 Plan at the time the 2019 Plan was adopted in 2019 was 11,000,000 .

The 2019 Plan provides that the total number of shares of the Company’s Class A common stock that may be issued under the 2019 Plan, including options authorized and options outstanding, is 11,000,000 (such share limit as increased from time to time, the “Absolute Share Limit”).

However, the Absolute Share Limit shall be increased on the first day of each calendar year commencing on January 1, 2021 and ending on January 1, 2029 in an amount equal to the lesser of (i) 5 % of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of the Company’s Class A common stock as determined by the Company’s board of directors.

However, if on January 1 of a calendar year, the Company’s board of directors has not either confirmed the 5 % increase described in clause (i) or approved a lesser number of shares of the Company’s Class A common stock for such calendar year, then the Company’s board of directors will be deemed to have waived the automatic increase, and no such increase will occur for such calendar year.

Of the Absolute Share Limit, no more than 11,000,000 shares of Class A common stock may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the Omnibus Incentive Plan.

Options under the Omnibus Incentive Plan have a contractual term of 10 years.

The exercise price of an ISO and NSO shall not be less than 100 % of the fair market value of the shares on the date of grant.

Of the Absolute Share Limit, no more than 11,000,000 shares of Class A common stock may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the 2019 Plan.

Options issued under the 2019 Plan have a contractual term of 10 years.

The exercise price of an incentive stock option and NSO shall not be less than 100 % of the fair market value of the shares on the date of grant.

Stock Options

A summary of the Company’s stock option activity under the Plans is as follows:

A summary of the Company’s stock option activity under the 2012 and 2019 Plans is as follows:

(Years) Aggregate

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Vested and exercisable as of December 31, 2025 3,253,508 $ 49.02 4.4 $ 10,337,526

The Company did not grant stock options during the year ended December 31, 2024.

The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 33.67 , and $ 32.95 per share, respectively.

The Company did not grant stock options during the years ended December 31, 2025 and 2024.

The weighted-average grant date fair value of options granted during the year ended December 31, 2023 was $ 33.67 per share.

The total intrinsic value of stock options exercised was $ 4.4 million, $ 12.3 million and $ 78.0 million during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2024, the total unrecognized stock-based compensation related to stock options was $ 19.5 million, which will be recognized over a weighted-average period of approximately two years .

The fair value of each employee option grant was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions for the periods indicated:

As of December 31, 2025, the total unrecognized stock-based compensation related to stock options was $ 4.9 million, which will be recognized over a weighted-average period of approximately one year .

The fair value of each employee option granted in 2023 was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions for the periods indicated:

Year Ended December 31, 2023

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Risk-free interest rate 3.7 % – 4.6 %

1.6 % – 4.1 %

Expected term 5.3 – 6.1 years

5.3 – 6.1 years

Expected dividend — %

9 unchanged sentences

Outstanding as of December 31, 2025 7,826,741 $ 19.68

As of December 31, 2024, the total unrecognized stock-based compensation related to RSUs was $ 194.4 million, which will be recognized over a weighted-average period of approximately three years .

As of December 31, 2025, the total unrecognized stock-based compensation related to RSUs was $ 118.0 million, which will be recognized over a weighted-average period of approximately two years .

Performance Stock Awards

In March 2024, the Company granted 219,168 performance stock units (“PSUs”) under the 2019 Plan to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:

In March 2025, the Company granted 561,603 PSUs (“2025 PSUs”) under the 2019 Plan to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:

50 % of target 2025 PSUs earned will be based on the Company’s compound annual growth rate (“CAGR”) of the Company’s revenue over a two-year performance period from January 1, 2025 to December 31, 2026.

Holders may earn from 0 % to 200 % of the target amount of shares and earned 2025 PSUs will then be subject to service-based vesting;

50 % of target PSUs earned will be based on the relative Total Shareholder Return (TSR) of the Company’s common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2024 to December 31, 2026.

50 % of target 2025 PSUs earned will be based on the relative Total Shareholder Return (“TSR”) of the Company’s Class A common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2025 to December 31, 2027.

Depending on the results relative to the TSR market condition, the holders may earn from 0 % to 200 % of the target amount of shares which will vest at the end of the performance period.

The PSUs will be forfeited if the performance conditions are not achieved at the end of the relative performance periods as described above.

The 2025 PSUs will be forfeited if the performance or market conditions are not achieved at the end of the relative performance periods as described above.

The vesting of the 2025 PSUs can also be triggered upon certain change in control events or in the event of death or disability.

The weighted-average grant date fair values of the 2025 PSUs relating to CAGR and TSR components were $ 10.76 and $ 13.94 per share, respectively.

Stock-based compensation expense recognized for the PSUs relating to TSR components were approximately $ 1.3 million for the year ended December 31, 2024.

The PSUs relating to CAGR components were not deemed probable of vesting as of December 31, 2024, and no expenses were recognized for 2024.

The Company estimated the fair values of shares granted under the market-based TSR PSUs using a Monte Carlo

simulation model with the following assumptions:

Stock-based compensation expense recognized for the 2025 PSUs relating to TSR components was $ 1.0 million for the year ended December 31, 2025.

The vesting of the CAGR components of the 2025 PSUs was deemed not probable of vesting as of December 31, 2025, which resulted in no stock-based compensation expense recognized for the year ended December 31, 2025.

The Company estimated the fair values of the shares granted under the TSR component of the 2025 PSUs using a Monte Carlo simulation model with the following assumptions:

Year Ended December 31, 2025

2 unchanged sentences

Expected dividend yield — %

In March 2023, the Company granted 172,842 performance restricted stock unit awards (“PSAs”) under the 2019 Plan to certain members of management, which are subject to the achievement of certain escalating stock price thresholds established by the Company's Compensation Committee of the Board of Directors.

The PSAs each vest in equal installments upon the achievement of escalating stock price thresholds of $ 72.14 , $ 96.19 and $ 120.24 respectively, calculated based on the volume-weighted average price per share of the Company’s Class A common stock over the immediately trailing 20 trading day period for each respective threshold.

The escalating stock price thresholds can be met any time prior to the fifth anniversary of the date of grant.

The vesting of the PSAs can also be triggered upon certain change in control events and achievement of certain change in control price thresholds, or in the event of death or disability.

The weighted-average grant date fair value of the PSAs was $ 43.13 .

Stock-based compensation expense recognized for these market-based awards was approximately $ 1.7 million and $ 5.1 million for the years ended December 31, 2024 and 2023, respectively.

The Company estimates the fair values of shares granted under the PSAs using a Monte Carlo simulation model with the following assumptions:

In March 2024, the Company granted 219,168 PSUs (“2024 PSUs”) under the 2019 Plan to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:

50 % of target 2024 PSUs earned were based on the Company’s CAGR of the Company’s revenue over a two-year performance period from January 1, 2024 to December 31, 2025.

Holders could have earned from 0 % to 175 % of the target amount of shares and earned 2024 PSUs would have then been subject to service-based vesting;

50 % of target 2024 PSUs earned will be based on the relative TSR of the Company’s common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2024 to December 31, 2026.

Depending on the results relative to the TSR market condition, the holders may earn from 0 % to 200 % of the target amount of shares which will vest at the end of the performance period.

The 2024 PSUs were or will be forfeited if the performance or market conditions were or are not achieved at the end of the relative performance periods as described above.

The Company did not achieve the revenue CAGR performance condition over the two-year performance period;

accordingly, the PSUs subject to this performance condition were forfeited as of December 31, 2025.

The vesting of the 2024 PSUs subject to the relative TSR condition can also be triggered upon certain change in control events or in the event of death or disability.

The weighted-average grant date fair values of the 2024 PSUs relating to CAGR and TSR components were $ 37.43 and $ 44.80 per share respectively.

Stock-based compensation expense recognized for the 2024 PSUs relating to TSR components was $ 1.3 million for each of the years ended December 31, 2025 and 2024.

The vesting of the CAGR component for the 2024 PSUs was deemed not probable of vesting as of December 31, 2025 and December 31, 2024, which resulted in no stock-based compensation expense recognized for the years ended December 31, 2025 and 2024.

The Company estimated the fair values of the shares granted under the TSR component of the 2024 PSUs using a Monte Carlo simulation model with the following assumptions:

Year Ended December 31, 2024

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Risk-free interest rate 4.5 %

Expected dividend — %

In September 2022, the Company granted 709,025 PSAs including RSUs and a performance stock option under the 2019 Plan to certain members of management, which are subject to the achievement of certain stock price thresholds established by the Company’s Compensation Committee of the Board of Directors.

The PSAs consist of three separate tranches and the vesting of each tranche is subject to the Class A common stock closing price being maintained at or above the predetermined share price goals of $ 60 , $ 80 and $ 105 for each tranche, respectively, for a period of 20 consecutive trading days.

The share price goals can be met any time prior to the fourth anniversary of the date of grant.

The vesting of the PSAs can also be triggered upon certain change in control events and achievement of certain change in control price goals, or in the event of death or disability.

Expected dividend yield — %

In March 2023, the Company granted 172,842 PSAs (“2023 PSAs”) under the 2019 Plan to certain members of management, which are subject to the achievement of certain escalating stock price thresholds established by the Company's Compensation Committee of the Board of Directors.

The 2023 PSAs each vest in equal installments upon the achievement of escalating stock price thresholds of $ 72.14 , $ 96.19 and $ 120.24 , respectively, calculated based on the volume-weighted average price per share of the Company’s Class A common stock over the immediately trailing 20 trading day period for each respective threshold.

The escalating stock price thresholds can be met any time prior to the fifth anniversary of the date of grant.

The vesting of the 2023 PSAs can also be triggered upon certain change in control events and achievement of certain change in control price thresholds, or in the event of death or disability.

The weighted-average grant date fair value of the 2023 PSAs was $ 43.13 .

Stock-based compensation expense recognized for these market-based awards was approximately $ 2.4 million, $ 10.0 million and $ 3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company estimated the fair values of shares under the Performance stock options using a Monte Carlo simulation model with the following assumptions:

Stock-based compensation expense recognized for the 2023 PSAs was $ 1.7 million and $ 5.1 million for the years ended December 31, 2024 and 2023, respectively.

The Company estimated the fair values of shares granted under the 2023 PSAs using a Monte Carlo simulation model with the following assumptions:

Year Ended December 31, 2023

2 unchanged sentences

Expected dividend — %

As of December 31, 2024, the performance criteria for the stock awards was not met and therefore no shares vested or become exercisable.

In September 2022, the Company granted 709,025 PSAs (“2022 PSAs”) including RSUs and a performance stock option under the 2019 Plan to certain members of management, which are subject to the achievement of certain stock price thresholds established by the Company’s Compensation Committee of the Board of Directors.

Stock-based compensation expense recognized for the 2022 PSAs was $ 2.4 million and $ 10.0 million for the years ended December 31, 2024 and 2023, respectively.

2019 Employee Stock Purchase Plan

37 unchanged sentences

2025 2024 2023

Stock options to purchase common stock 4,594,582 5,946,786 7,964,557

Restricted stock units 7,826,741 6,493,387 5,334,134

Stock options to purchase common stock 3,561,297 4,594,582 5,946,786

Shares committed under ESPP 59,520 124,652 48,302

2 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data