What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-20 · 410 added, 238 removed, 752 unchanged (46% of the section changed)

11 unchanged sentences

We have audited the accompanying consolidated balance sheets of GeneDx Holdings Corp.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

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

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2026 expressed an adverse opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

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

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

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

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

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

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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 the 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.

Measurement of diagnostic test revenue billed to third-party insurance payors

Description of the Matter

During the year ended December 31, 2025, the Company recognized diagnostic test revenue billed to third-party insurance payors of $345 million.

As discussed in Note 2 to the consolidated financial statements, the Company accepts payments from third-party insurance payors that are less than the contractually stated price and therefore the transaction price is considered variable consideration.

Revenue for diagnostic tests billed to third-party insurance payors was recognized based on an estimate of the consideration to which the Company expects to be entitled at an amount for which it is probable that a reversal of cumulative revenue recognized will not occur.

Auditing the measurement of the Company’s diagnostic test revenue billed to third-party insurance payors was complex due to the significant judgment required to determine the amount of consideration to which the Company expects to be entitled.

In particular, the estimate of diagnostic test revenue billed to third-party insurance payors was based on key inputs reflecting payor behavior such as historical collection experience, contractual provisions and insurance reimbursement policies.

How We Addressed the Matter in Our Audit

Our audit procedures over the Company’s diagnostic test revenue billed to third-party insurance payors included, among others, assessing the revenue models and testing the key inputs used by the Company in its analysis.

We agreed a sample of transactions to the payor contract terms.

We compared the key inputs used by management to the Company’s contracted rates and insurance payor collection trends.

We assessed the completeness and accuracy of the historical cash collections used in the Company’s revenue models.

We also performed a lookback analysis to assess the accuracy of the Company’s historical estimates.

Valuation of developed technology from the Fabric Genomics acquisition

Description of the Matter

As discussed in Note 3 to the consolidated financial statements, during the year ended December 31, 2025, the Company completed the acquisition of Fabric Genomics, Inc.

for total consideration of $36.5 million.

The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities.

Auditing the Company's accounting for its acquisition of Fabric Genomics, Inc.

required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of the acquired developed technology.

The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of this intangible asset as well as the sensitivity of the respective fair value to the underlying significant assumptions.

The significant assumptions used to estimate the fair value of the acquired developed technology included revenue growth rates and EBITDA margin.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit

To test the estimated fair value of the acquired developed technology, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company.

For example, we compared the revenue growth rates and EBITDA margins to the historical results of the acquired business and industry data for comparable companies.

We also performed sensitivity analyses to evaluate the changes in the fair value of the developed technology asset that would result from changes in the significant assumptions.

In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain assumptions used by the Company.

/s/ ERNST & YOUNG LLP

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February 23, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of GeneDx Holdings Corp.

Opinion on Internal Control Over Financial Reporting

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

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, GeneDx Holdings Corp.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

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

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness associated with deficiencies in the design and operating effectiveness of IT general controls related to segregation of duties in the program change management process for a single IT system that supports certain aspects of revenue.

Consequently, certain automated and business process controls that are dependent on the affected IT system or the information from such IT system were also deemed ineffective.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Fabric Genomics, which is included in the 2025 consolidated financial statements of the Company and constituted approximately 1% of total assets (excluding goodwill and intangible assets) as of December 31, 2025 and 1% and 3% of total revenues and total operating expenses, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Fabric Genomics.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated February 23, 2026, which expressed an unqualified opinion thereon.

Basis for Opinion

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

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

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

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

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

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

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

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

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

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

/s/ ERNST & YOUNG LLP

New York, New York

February 23, 2026

GeneDx Holdings Corp.

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Accounts receivable 74,370 37,629

Due from related parties 203 445

Inventory, net 13,951 10,650

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Property and equipment, net 45,693 32,893

Goodwill 13,520 —

Intangible assets, net 168,481 158,600

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Accounts payable and accrued expenses $ 57,645 $ 30,983

Due to related parties 1,607 1,379

Short-term lease liabilities 4,404 3,336

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Year ended December 31,

2025 2024 2023

Diagnostic test revenue $ 416,668 $ 302,157 $ 195,654

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Non-operating (expenses) income, net

Change in fair value of warrants and contingent liabilities ( 13,370 ) 1,170

Change in fair value of financial liabilities ( 1,204 ) ( 13,370 ) 1,170

Interest (expense) income, net ( 2,539 ) ( 3,032 ) 1,114

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Comprehensive loss $ ( 20,915 ) $ ( 51,881 ) $ ( 175,342 )

Weighted average shares outstanding of Class A common stock 26,891,213 24,311,989

Basic and diluted weighted average shares outstanding of Class A common stock 28,641,734 26,891,213 24,311,989

Basic and diluted net loss per share, Class A common stock $ ( 0.73 ) $ ( 1.94 ) $ ( 7.23 )

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Vested restricted stock units converted to common stock 431,671 — — — — —

Other comprehensive income, net of tax — — — — 425 425

Issuance of common stock in registered direct offering, net of issuance costs 676,868 — 7,564 — — 7,564

Issuance of common stock for first Milestone Payment 701,460 — 6,692 — — 6,692

Fractional shares issued upon reverse stock split 29,603 — — — — —

Issuance of common stock in underwritten public offering, net of issuance costs 12,315,752 1 135,438 — — 135,439

Fractional shares issued upon reverse stock split 29,603 — — — — —

Other comprehensive income, net of tax — — — — 425 425

Balance at December 31, 2023 25,978,863 $ 2 $ 1,527,778 $ ( 1,300,188 ) $ 425 $ 228,017

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Stock-based compensation expense — — 9,138 — — 9,138

Other comprehensive income, net of tax — — — — 405 405

Vested restricted stock units converted to common stock 471,663 — — — — —

Common stock issued pursuant to employee stock purchase plan 26,773 — 497 — — 497

Issuance of common stock in ATM offering, net of issuance costs 825,379 — 46,496 — — 46,496

Other comprehensive income, net of tax — — — — 405 405

Balance at December 31, 2024 28,016,545 $ 2 $ 1,596,889 $ ( 1,352,474 ) $ 830 $ 245,247

Net loss — — — ( 21,021 ) — ( 21,021 )

Common stock issued pursuant to stock option exercises 140,847 — 2,022 — — 2,022

Stock-based compensation expense — — 32,162 — — 32,162

Vested restricted stock units converted to common stock 638,339 1 — — — 1

Common stock issued pursuant to employee stock purchase plan 50,615 — 2,961 — — 2,961

Issuance of common stock in ATM offering, net of issuance costs 398,950 — 46,704 — — 46,704

Other comprehensive income, net of tax — — — — 106 106

Balance at December 31, 2025 29,245,296 $ 3 $ 1,680,738 $ ( 1,373,495 ) $ 936 $ 308,182

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Year Ended December 31,

2025 2024 2023

Operating activities

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Stock-based compensation expense 32,162 9,138 ( 326 )

Change in fair value of warrants and contingent liabilities 13,370 ( 1,170 )

Deferred tax benefit ( 343 ) ( 926 )

Change in fair value of financial liabilities 1,204 13,370 ( 1,170 )

Provision for excess and obsolete inventory 135 180 3,913

Legal reserves 5,560 — —

Change in third party payor reserves 2,449 607 ( 9,745 )

Gain on sale of assets — ( 1,677 )

Gain on debt forgiveness — ( 2,750 )

Impairment loss — — 10,402

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Other assets and liabilities 11,970 3,544 ( 575 )

Net cash used in operating activities ( 28,496 ) ( 180,147 )

Net cash provided by (used in) operating activities 33,279 ( 28,496 ) ( 180,147 )

Investing activities

Proceeds from maturities of marketable securities 41,060 17,765

Acquisition of business, net of cash acquired ( 32,856 ) — —

Consideration on escrow paid for Legacy GeneDx acquisition — — ( 12,144 )

Purchases of marketable securities ( 55,676 ) ( 66,302 ) ( 47,670 )

Purchases of property and equipment ( 5,491 ) ( 5,250 )

Proceeds from sales of marketable securities 2,062 601 —

Consideration on escrow paid for Legacy GeneDx acquisition — ( 12,144 )

Proceeds from maturities of marketable securities 43,970 41,060 17,765

Purchases of property and equipment ( 19,017 ) ( 5,491 ) ( 5,250 )

Proceeds from sales of assets — — 4,034

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Proceeds from offerings, net of issuance costs 46,704 46,496 143,002

Proceeds from issuance of stock pursuant to employee stock purchase plan 2,961 497 —

Exercise of stock options 2,022 394 285

Issuance of stock pursuant to employee stock purchase plan 497 —

Long-term debt principal payments ( 1,211 ) ( 497 ) ( 2,000 )

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Net cash provided by financing activities 48,025 44,162 186,238

Net decrease in cash, cash equivalents and restricted cash ( 14,466 ) ( 37,635 )

Net increase (decrease) in cash, cash equivalents and restricted cash 19,787 ( 14,466 ) ( 37,635 )

Cash, cash equivalents and restricted cash, at beginning of year 86,202 100,668 138,303

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Supplemental disclosures of cash flow information

Stock consideration paid pursuant to exercise of Perceptive warrant $ 12,586 $ —

Cash paid for interest $ 6,413 $ 6,677 $ 3,041

Purchases of property and equipment in accounts payable and accrued expenses $ 2,597 $ 134

Cash paid for taxes $ 1,275 $ 1,167 $ 1,465

Purchases of property and equipment in accounts payable and accrued expenses $ 6,286 $ 2,597 $ 134

Stock consideration paid pursuant to exercise of Perceptive warrant $ — $ 12,586 $ —

Assets acquired under capital leases obligations $ — $ 689 $ —

Issuance of common stock for first Milestone Payment $ — $ 6,692

Issuance of common stock for first OPKO Milestone Payment $ — $ — $ 6,692

Lease liability from obtaining right-of-use asset $ — $ — $ 637

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• “we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to GeneDx Holdings and its consolidated subsidiaries.

On May 5, 2025 (the “Merger Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger, which was entered into on April 15, 2025 (the “Merger Agreement”) by and among the Company, Project Flare Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of the Company, Fabric Genomics, Inc., a Delaware corporation (“Fabric Genomics”), pursuant to which, and on the terms and subject to the conditions thereof, the Company acquired Fabric Genomics through the merger of Merger Sub with and into Fabric Genomics, with Fabric Genomics surviving as a wholly-owned subsidiary of the Company (the “Merger”).

See Note 3, “ Business Combinations ” for more information regarding the Merger .

Summary of Significant Accounting Policies

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Unless otherwise noted, all tabular dollars are in thousands, except per share amounts.

Emerging Growth Company

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

In addition, the Company was previously a “smaller reporting company”, as defined in Item 10(f)(1) of the SEC’s Regulation S-K and currently takes advantage of certain of the scaled disclosures available to smaller reporting companies.

As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of financial statements, not being required to provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, and extended transition periods to comply with new or revised accounting standards for public business entities.

The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Certain reclassifications have been made to the prior year consolidated financial statements in order to conform to the current year’s presentation.

Use of Estimates

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The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events.

These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities and income taxes.

Actual results could differ materially from those estimates, judgments and assumptions.

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Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists.

The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheet.

Company is exposed to credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheet.

The Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company assesses both the self-pay patient and the third-party payor that reimburses the Company on the patient’s behalf and, institutional billed clients when evaluating concentration of credit risk from customers.

Significant patients and payors are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date.

The Company assesses both the self-pay patient and the third-party payor group that reimburses the Company on the patient’s behalf and institutional billed clients when evaluating concentration of credit risk from customers.

Significant patients and payor groups are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date.

The significant concentrations of accounts receivable as of December 31, 2025 and 2024 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements.

There was no individual patient or client that accounted for 10% or more of revenue or accounts receivable for any of the years presented.

The Company does not require collateral as a means to mitigate customer credit risk.

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:

For each significant payor group, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:

Revenue Accounts Receivable

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2025 2024 2023 2025 2024

Payor group A (1)

23 % 22 % 18 % 18 % 13 %

Payor B 32 % 28 % 11 % 10 %

Payor group B (1)

39 % 32 % 28 % 35 % 11 %

* less than 10%

(1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue.

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies.

(1) The significant payor groups identified in the table above represent multiple payors aggregated based on similar contract terms and reimbursement patterns.

No single payor or individual client accounted for more than 10% of revenue or receivables for the current period.

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents, laboratory equipment and laboratory supplies.

One supplier accounted for approximately 20 %, 13 %, and 11 % of purchases for the years ended December 31, 2025, 2024, and 2023, respectively.

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The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is not applicable.

Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test.

Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test result.

Diagnostic test revenues consist primarily of services reimbursed by third-party insurance payors.

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Contractual pricing and payment terms in third-party insurance agreements are generally based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates.

In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios.

In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection

experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios.

For institutional clients, the customer is the institution.

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The Company enters into both short-term and long-term project-based collaboration and service agreements with customers.

Certain of these contracts include a license to directly access the Company’s intellectual property or participation by the Company on joint steering committees with the customer, which was considered to be immaterial in the context of the contract.

The Company concludes that the goods and services transferred to our customers pursuant to these agreements generally comprise a single performance obligation on the basis that such goods and services are not distinct within the context of the contract.

This is because the goods and services are highly interdependent and interrelated such that the Company would not be able to fulfill its underlying promise to our customers by transferring each good or service independently.

Certain of these contracts include non-refundable upfront payments and variable payments based upon the achievement of certain milestones or fixed monthly payments during the contract term.

Non-refundable upfront payments received prior to the Company performing performance obligation are recorded as a contract liability upon receipt.

Milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved.

For longer-term contracts, the Company does not account for a significant financing component since a substantial amount of the consideration promised by the customer is variable and the amount or timing of that consideration varies on the basis of a future event that is not substantially within the control of either party.

The Company satisfies its performance obligation generally over time if the customer simultaneously receives and consumes the benefits provided by the Company’s services as the Company performs those services.

The Company recognizes revenue over time using an input measure based on costs incurred on the basis that this measure best reflects the pattern of transfer of control of the services to the customer.

In some contracts, the Company subcontracts certain services to other parties for which the Company is ultimately responsible.

Costs incurred for such subcontracted services are included in the Company’s measure of progress for satisfying its performance obligation and are recorded in cost of services in the consolidated statements of operations and comprehensive loss.

Changes in the total estimated costs to be incurred in measuring the Company’s progress toward satisfying its performance obligation may result in adjustments to cumulative revenue recognized at the time the change in estimate occurs.

For Fabric Genomics, Other Revenue consists of clinical services billed directly to institutions, including virtual care, AI-enabled patient engagement, and genomic analysis services.

Revenue is recognized when performance obligations are satisfied and collection is reasonably assured.

See Note 4, “ Revenue Recognition ” for more information.

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Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments.

The current and long-term portions of restricted cash are included within prepaid expenses and other current assets and other assets.

The current and long-term portions of restricted cash are included within prepaid expenses and other current assets and other assets, respectively.

Marketable Securities

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We regularly evaluate our portfolio of marketable securities for expected credit losses and impairment for any decline in fair value determined to be other-than-temporary.

making this judgement, we evaluate, among other things, the extent to which the fair value of a security is less than its amortized cost;

In making this judgment, we evaluate, among other things, the extent to which the fair value of a security is less than its amortized cost;

the financial condition of the issuer, including the credit quality, and any changes thereto;

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During the years ended December 31, 2025, 2024, and 2023, the Company did not record provisions for credit losses.

The Company wrote off $ 0.4 million of accounts receivable balances for the year ended December 31, 2024 and none for the year ended December 31, 2023.

The Company wrote off $ 0.5 million and $ 0.4 million of accounts receivable balances for the years ended December 31, 2025 and 2024, respectively, and none for the year ended December 31, 2023.

Inventory, net

1 unchanged sentence

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

Cost is determined using actual costs on a first-in, first-out basis.

Cost is determined

using actual costs on a first-in, first-out basis.

The Company periodically performs obsolescence assessments and writes off any inventory that is no longer usable.

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Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value.

See Note 5, “ Property and Equipment ”.

See Note 6, “ Property and Equipment ” for more information.

Business Combinations

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations.

The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill.

The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use.

Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill.

The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rate, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.

See Note 3, “ Business Combinations ” for more information.

In accordance with ASC Topic 350, Intangibles – Goodwill and Other , the Company’s goodwill is not amortized but is tested for impairment on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

The Company performs an annual impairment review of goodwill during the fourth fiscal quarter, or more frequently if business factors indicate.

See Note 7, “ Goodwill and Intangible Assets ” for more information.

Intangible Assets, Net

3 unchanged sentences

There were no impairment losses recorded on intangible assets for any periods presented.

See Note 6, “ Intangible Assets ” for more information.

See Note 7, “ Goodwill and Intangible Assets ” for more information.

Fair Value Measurements

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset

or liability in the principal or most advantageous market.

The following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:

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Expected dividend yield is based on the fact that the Company has never paid dividends.

Restricted stock awards are valued based on the fair value of the stock on the grant date.

The Company issues new shares upon share option exercise and vesting of a restricted share unit.

Restricted stock units granted by the Company include service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”).

All restricted stock awards are valued based on the fair value of the stock on the grant date.

PRSUs represent a right to receive a certain number of shares of the Company’s Class A common stock based on the achievement of specified performance conditions and continued employment during the vesting period.

At each reporting period, the Company assesses the probability of the achievement of such performance conditions and records expense for the awards if it is probable that such performance conditions will be achieved.

The Company issues new shares upon share option exercise and vesting of a restricted stock unit.

Forfeitures of stock-based compensation are recognized as they occur.

8 unchanged sentences

See Note 13, “ Income Taxes ” for more information.

Under the accounting standards update (“ASU”) 2016-02, Leases to ASC Topic 842, the Company determines if an arrangement is or contains a lease at inception.

Under ASC Topic 842, Leases , the Company determines if an arrangement is or contains a lease at inception.

A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease:

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ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets.

All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable.

All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment, unless there is a rate implicit in the lease that is readily determinable.

The lease liabilities are classified as current or non-current based on the expected timing of payments.

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ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”).

The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

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ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

The guidance will be

applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (“ASU 2025-06”).

The standard establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development.

The update is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company plans to early adopt this pronouncement on a prospective basis effective January 1, 2026, and does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”).

The standard addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

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

ASU 2025-12 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

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

All other amendments may be applied prospectively or retrospectively.

The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items.

Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so.

The Company adopted ASU 2023-07 effective December 31, 2024 and it did not have a material impact on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”).

The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The guidance will be applied on a prospective basis.

The Company adopted this pronouncement effective December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

The adoption of ASU 2023-09 did not have a material impact on the consolidated financial statements, although it did result in expanded income-tax related disclosures.

See in Note 13, “ Income Taxes ” for more information.

Business Combinations

As discussed in Note 1, on May 5, 2025, the Company completed the previously announced acquisition to acquire all of the issued and outstanding capital stock of Fabric Genomics for cash consideration of approximately $ 33.5 million.

Fabric Genomics offers its artificial intelligence (“AI”) based platform for Next Generation Sequencing analysis, interpretation, and clinical reporting for rare disease, hereditary risk, and cancer testing with accuracy and scalability.

The Company evaluated the Merger and concluded that it represented a business combination under ASC Topic 805, Business Combinations .

Therefore, the Merger has been accounted for under the acquisition method of accounting.

Under the acquisition method, the total purchase price of the Merger is allocated to the net tangible and identifiable intangible assets acquired, contingent consideration and liabilities assumed based on the fair value as of the Merger Date.

The fair value of consideration totaled $ 36.5 million, which included $ 3.4 million in contingent consideration.

See Note 5, “ Fair Value Measurements ” for more information on the contingent consideration liability.

The Company recorded the assets acquired, contingent consideration and liabilities assumed as of the Merger Date based on the information available as of that date.

During the year ended December 31, 2025 , the Company identified certain measurement period adjustments that resulted in a net increase of $ 0.6 million to goodwill.

The Company is complete with measurement period adjustments as of December 31, 2025.

The following table presents the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed:

Purchase Price Allocation

Cash and cash equivalents $ 611

Accounts receivable 510

Prepaid expenses and other current assets 29

Property and equipment, net 12

Other assets 59

Intangible assets, net 25,500

Operating lease right-of-use assets 854

Accounts payable and accrued expenses ( 1,322 )

Deferred revenue ( 1,609 )

Operating lease liability ( 854 )

Deferred tax liability ( 774 )

Fair value of net assets acquired 23,016

Aggregate purchase price $ 36,536

(1) The goodwill recorded relating to the Merger is the excess of the fair value of the consideration transferred by the acquirer over the fair value of the net identifiable assets acquired and liabilities assumed at the Merger Date, and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The goodwill recorded is not deductible for tax purposes.

The fair value of acquired intangible assets was based on the present value of expected future cash flows attributable to the respective intangible assets using the net present value approach.

During the year ended December 31, 2025 , the Company incurred $ 1.4 million in transaction costs associated with the acquisition.

These expenses included third-party professional firms’ services related to due diligence, advisory and legal services and were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The Company’s results for the year ended December 31, 2025 include $ 4.5 million of revenue from Fabric Genomics.

The following table reflects the fair values of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments:

May 5, 2025 December 31, 2025 Life (in Years)

Trade names and trademarks $ 4,500 $ 4,300 15

Developed technology 14,900 13,796 9

Customer relationships 6,100 5,810 14

$ 25,500 $ 23,906

Pro forma financial information

The following table provides unaudited pro forma financial information for the years ended December 31, 2025, 2024, and 2023 as if the Merger had occurred as of January 1, 2023:

Years ended December 31,

2025 2024 2023

Pro forma revenues $ 429,309 $ 310,907 $ 207,753

Pro forma net loss

( 19,955 ) ( 60,762 ) ( 185,178 )

The pro forma results include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed:

• additional amortization expense resulting from the acquired intangible assets,

• the change in fair value of contingent consideration liability.

The pro forma results do not include any anticipated cost savings or other effects of the plan integration of Fabric Genomics.

Accordingly, the pro forma results above are not necessarily indicative of the results that would have been if the Merger had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future.

Revenue Recognition

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Year ended December 31,

2025 2024 2023

GeneDx Other (1)

Diagnostic test revenue:

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Total diagnostic test revenue 415,641 1,027 416,668 299,000 3,157 302,157 187,464

8,190 195,654

Other revenue 7,447 3,424 10,871 3,293 — 3,293 6,912 — 6,912

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$ 8,190 $ 202,566

(1) Other represents revenues associated with the Legacy Sema4 diagnostic testing business.

(1) For the years ended December 31, 2024 and 2023, Other represents revenues associated with the Legacy Sema4 operating segment.

For the year ended December 31, 2025, Other represents revenues of the Fabric Genomics and Legacy Sema4 operating segments.

See Note 16, “ Segment Reporting ” for more information.

Reassessment of Variable Consideration

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The Company updates estimated variable consideration quarterly.

For the years ended December 31, 2024 and December 31, 2023, the total change in estimate resulted in a net increase to revenue of $ 15.1 million and $ 8.8 million respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors.

For the years ended December 31, 2025, 2024, and 2023, the total change in estimate resulted in a net increase to revenue of $ 17.7 million, $ 15.1 million, and $ 7.6 million respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors.

The change in estimate also included an increase in revenue related to the release of a previously established payor reserve, as further disclosed in the “Certain Payor Matters” section below.

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Under the settlement agreement, $ 42.0 million is to be paid by the Company to the Payor in a series of payments each year through June 30, 2026.

The first installment payment of $ 15.0 million was made on December 31, 2022, the second installment of $ 5.0 million was made on December 27, 2023, and the third installment of $ 10.0 million was made on December 31, 2024.

As of December 31, 2024, $ 12.0 million in scheduled payments under the agreement remain, with $ 10.0 million due in December 2025 and $ 2.0 million in 2026.

The first installment payment of $ 15.0 million was made on December 31, 2022, the second installment of $ 5.0 million was made on December 27, 2023, the third installment of $ 10.0 million was made on December 31, 2024, and the fourth installment of $ 10.0 million was made on December 31, 2025.

As of December 31, 2025, the remaining balance of $ 2.0 million is due in 2026.

In consideration for these payments, the Payor provided releases of the Disputed Claims, effective March 31, 2023.

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For further information regarding the Company’s fair value measurements, see Note 2, “ Summary of Significant Accounting Policies ” included within this Annual Report.

For further information regarding the Company’s fair value measurements, see Note 2, “ Summary of Significant Accounting Policies ”.

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis:

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Private warrant liability 345 — 345 —

Contingent consideration 1,570 — — 1,570

Total financial liabilities $ 2,670 $ 755 $ 345 $ 1,570

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Private warrant liability 1,104 — 1,104 —

Perceptive warrant liability 2,515 — — 2,515

Total financial liabilities $ 3,519 $ 2,415 $ 1,104 $ —

There were no transfers between Level 1, Level 2 and Level 3 during the years ended December 31, 2024 or December 31, 2023.

There were no transfers between Level 1, Level 2 and Level 3 during the years ended December 31, 2025 or 2024.

The Company’s financial assets include investments in money market funds, U.S.

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• if, and only if, the closing price of the Class A common stock equals or exceeds $ 594.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending three trading days before sending the notice of redemption to warrant holders.

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $ 330.00 as described below:

The Company may redeem the outstanding warrants if the price per share of the Class A common stock equals or exceeds $ 330.00 as described below:

• in whole and not in part;

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hierarchy as management determined the fair value of each private placement warrant is the same as that of a public warrant because the terms are substantially the same.

For the years ended December 31, 2024 and 2023, a loss of $ 3.3 million and gain of $ 0.2 million was recorded within the change in the change in fair market value of warrants and contingent liabilities in the consolidated statements of operations and comprehensive loss, respectively.

Perceptive Warrant

O n October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $ 75.0 million (the “Perceptive Term Loan Facility”).

As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrants”) of its Class A common stock.

800,000 warrant shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 warrant shares (the “Additional Warrant Shares” and, together with the Initial Warrant Shares, the “Warrant Shares”) would have potentially vested and become exercisable on the Tranche B Borrowing Date, as defined in Note 8, “ Long-Term Debt ” included within this Annual Report.

As the Company did not seek the additional funding from the Tranche B Loan, the Additional Warrant Shares did not vest and are not exercisable.

On April 30, 2024 (the “Exercise Date”) Perceptive provided the Company with a notice to exercise the Initial Warrant Shares at an aggregate exercise price of $ 2.5 million and, as payment of the aggregate exercise price, instructed the Company to withhold a number of Initial Warrant Shares based on their aggregate fair market value as of the Exercise Date.

The fair market value price of each Initial Warrant Share was equal to the 1-day volume weighted average price (the “ 1-day VWAP”) of the Company’s Class A common stock on the Exercise Date, or $ 16.4321 .

As a result, the Company issued 645,414 shares of its Class A common stock to Perceptive in satisfaction of the cashless exercise in respect of the Initial Warrant Shares.

See Note 8, “ Long-Term Debt ” included within this Annual Report for further information.

For the year ended December 31, 2024, a loss of $ 10.1 million was recorded within the change in fair market value of warrants and contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the Exercise Date.

Contingent Consideration

In connection with the Acquisition, up to $ 150.0 million of contingent payments was to be payable to OPKO Health, Inc.

(“OPKO”), based upon achievement of 2022 and 2023 revenue milestones (the “Milestone Payments”) pursuant to the merger agreement (the “Acquisition Merger Agreement”).

The first Milestone Payment was paid out in full in April 2023 and the second Milestone Payment was valued at zero as the milestone was not met during fiscal year 2023.

During the year ended December 31, 2023, a gain of $ 0.9 million was recorded in the change in fair market value of warrants and contingent liabilities in the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2025, 2024, and 2023, a gain of $ 2.4 million, loss of $ 3.3 million, and gain of $ 0.2 million was recorded within the change in the change in fair value of financial liabilities in the consolidated statements of operations and comprehensive loss, respectively.

Contingent Consideration (Fabric Genomics)

Pursuant to the Merger Agreement, the Company agreed to pay up to (i) $ 10.5 million in cash, shares of Class A common stock or a combination thereof, as determined by the Company in its sole discretion, on or prior to April 30, 2026 subject to Fabric Genomics achieving gross revenue equal to or above $ 6.0 million and a gross margin equal to or above 69 % for the fiscal year ending December 31, 2025 (the “First Milestone Payment”), with the amount of the First Milestone Payment determined by multiplying $ 7.0 million by the quotient obtained by dividing Fabric Genomics’ gross revenue for the fiscal year ending December 31, 2025 by $ 8.0 million , and (ii) $ 7.5 million in cash, shares of Class A common stock or a combination thereof, as determined by the Company in its sole discretion, on or prior to April 30, 2027 subject to Fabric Genomics achieving gross revenue equal to or above $ 9.0 million and a gross margin equal to or above 69 % for the fiscal year ending December 31, 2026 (the “Second Milestone Payment” and, together with the First Milestone Payment, the “Milestone Payments”), with the amount of the Second Milestone Payment determined by multiplying $ 5.0 million by the quotient obtained by dividing Fabric Genomics’ gross revenue for the fiscal year ending December 31, 2026 by $ 12.0 million .

The shares of Class A common stock issued, if any, pursuant to the Milestone Payments are referred to as the “Milestone Shares.” Any Milestone Shares that are issued will be valued at $ 93.0318 per share based on the average of the daily volume average weighted price of the Class A common stock over the period of 30 trading days ended April 11, 2025.

The measurement period for the First Milestone Payment was completed as of December 31, 2025, and the Company determined the payment amount based on the gross revenue and gross margin achieved by Fabric Genomics for the year ended December 31, 2025.

The fair value of the Second Milestone Payment was determined based on a Monte Carlo simulation valuation model, and is categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating the fair value.

Estimates and assumptions utilized in the Monte Carlo simulation model include risk-adjusted forecasted revenue and gross margin, revenue and gross profit volatility rates, expected stock price volatility, and discount rates which are based on the cost of debt and equity.

The following table summarizes the Level 3 inputs used in the valuation of the contingent consideration:

At December 31, 2025 At May 5, 2025

Range Weighted-average

Discount rate 3.5 % 3.8 % - 4.0 %

Expected term (in years) 1.3 1.0 - 2.0

Equity volatility 85.0 % 107.0 % 107.0 %

Revenue volatility 12.5 % 10.0 % 10.0 %

Gross margin volatility 30.0 % 20.0 % 20.0 %

At December 31, 2025, the amount of contingent consideration liability reported in the consolidated balance sheet was $ 7.0 million, which consisted of $ 5.4 million for the First Milestone Payment and $ 1.6 million for the fair value of the Second Milestone Payment.

During the year ended December 31, 2025, a loss of $ 3.6 million was recorded within the change in fair value of financial liabilities in the consolidated statements of operations and comprehensive loss.

Connecticut Department of Economic and Community Development Funding Commitment

The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy.

The loan was recorded at its carrying value of $ 5.8 million and $ 6.3 million, respectively, at December 31, 2024 and December 31, 2023, with $ 1.2 million of recorded in other current liabilities on the consolidated balance sheets at December 31, 2024.

The loan was recorded at its carrying value of $ 4.5 million and $ 5.8 million, respectively, at December 31, 2025 and December 31, 2024, with $ 4.5 million recorded in other current liabilities on the consolidated balance sheet at December 31, 2025.

The fair value was $ 4.3 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

See Note 9, “ Long-Term Debt ” for further information.

Property and Equipment

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As of December 31,

Capitalized software $ 32,171 $ 32,171

Laboratory equipment 32,197 18,267

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Property and equipment, net $ 45,693 $ 32,893

For the years ended December 31, 2024 and 2023, depreciation and amortization expense was $ 7.9 million and $ 19.7 million, respectively, which included software amortization expense of zero and $ 6.6 million for the years ended December 31, 2024 and 2023.

For intangible amortization, see Note 6, “ Intangible Assets ”.

For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense was $ 9.6 million, $ 7.9 million, and $ 19.7 million, respectively, which included software amortization expense of $ 6.6 million for the year ended December 31, 2023.

For intangible amortization, see Note 7, “ Goodwill and Intangible Assets ”.

For the year ended December 31, 2025, the Company recorded the following:

• $ 0.9 million charge to accelerate the depreciation for certain lab equipment that was retired during the period.

For the year ended December 31, 2024, the Company recorded the following:

• $ 0.6 million charge to accelerate the depreciation, net of trade-in credits, for certain lab equipment that was sold during the period as a trade-in associated with the purchase of new lab equipment;

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Year Ended December 31,

2025 2024 2023

Cost of services $ 5,369 $ 4,047 $ 4,350

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Total depreciation and amortization expense $ 9,605 $ 7,928 $ 19,709

Intangible Assets

Goodwill and Intangible Assets

The following table reflects, as of December 31, 2025 and December 31, 2024, the carrying values and remaining useful lives of acquired intangible assets:

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Customer Relationships 104,100 ( 18,257 ) 85,843 98,000 ( 13,067 ) 84,933 16.1

Total intangible assets

$ 221,500 $ ( 53,019 ) $ 168,481 $ 196,000 $ ( 37,400 ) $ 158,600 12.8

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Total estimated future amortization expense $ 168,481

Amortization expense for tradenames and trademarks and developed technology of $ 9.1 million was recorded in general and administrative expenses for each of the years ended December 31, 2024 and 2023, within the consolidated statements of operations and comprehensive loss.

Amortization expense for customer relationships of $ 4.9 million was recorded in selling and marketing expenses for each of the years ended December 31, 2024 and 2023, within the consolidated statements of operations and comprehensive loss.

Amortization expense for tradenames and trademarks and developed technology of $ 10.4 million, $ 9.1 million, and $ 9.1 million was recorded in general and administrative expenses for each of the years ended December 31, 2025, 2024, and 2023, respectively, within the consolidated statements of operations and comprehensive loss.

Amortization expense for customer relationships of $ 5.2 million, $ 4.9 million, and $ 4.9 million was recorded in selling and marketing expenses for each of the years ended December 31, 2025, 2024, and 2023, respectively, within the consolidated statements of operations and comprehensive loss.

As discussed in Note 3, “ Business Combinations ”, the acquisition of Fabric Genomics resulted in the initial recognition of $ 12.9 million of goodwill as of the Merger Date.

The purchase price allocation for acquired businesses may be modified for up to one year from the date of acquisition if additional facts or circumstances lead to changes in the Company’s preliminary purchase accounting estimates.

The Company is complete with measurement period adjustments as of December 31, 2025.

The following table reflects changes to the carrying amount of goodwill between the Merger Date and December 31, 2025:

Balance at May 5, 2025 $ 12,926

Measurement period adjustments 594

Balance at December 31, 2025 $ 13,520

Related Party Transactions

Related Party Revenues

Total related party diagnostic testing revenues were $ 1.7 million and $ 3.2 million for the years ended December 31, 2024 and 2023, respectively.

Related party revenues primarily include diagnostic testing revenues from a subsidiary of OPKO and the prices charged represent market rates.

Related Party Expenses

Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows:

Year Ended December 31,

Costs of services $ 9,228 $ 4,338

General and administrative — 435

Other operating expenses, net 3,407 5,266

Total related party costs $ 12,635 $ 10,039

Expenses recognized pursuant to other service arrangements with ISMMS totaled $ 4.6 million and $ 6.8 million for the years ended December 31, 2024 and 2023, respectively.

These amounts are included in either cost of services or other operating expenses, net on the consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate.

Payables due to ISMMS for the other service arrangements were $ 0.9 million and $ 1.0 million as of

December 31, 2024 and December 31, 2023, respectively.

These amounts are included within due to related parties on the Company’s consolidated balance sheets.

Additionally, the Company incurred $ 10.5 million and $ 3.4 million in purchases of diagnostic testing kits and materials and $ 8.1 million and $ 1.8 million was recorded in cost of services for the year ended December 31, 2024 and 2023, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021.

The prices paid represent market rates.

Payables due were $ 0.7 million and $ 0.4 million as of December 31, 2024 and 2023.

Legacy GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO had agreed to provide services, at cost, subject to certain limited exceptions, in order to facilitate the transactions contemplated by the Acquisition Merger Agreement, including human resources, information technology support, and finance and accounting.

Services in connection with the OPKO TSA were fully completed in October 2023.

The Company recognized $ 1.6 million in costs for the year ended December 31, 2023 related to the agreement.

Related party expenses include the purchase of diagnostic testing kits and lab materials from Twist Biosciences (“Twist”).

Transactions with Twist are at arm’s length and represent market rates.

The Company incurred $ 7.4 million, $ 10.5 million, and $ 3.4 million in purchases, and $ 6.8 million, $ 8.1 million, and $ 1.8 million was recorded in cost of services for the years ended December 31, 2025, 2024, and 2023, respectively.

Payables due as of December 31, 2025 and 2024 were $ 0.6 million and $ 0.7 million, respectively.

Long-Term Debt

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Perceptive Term Loan Facility

O n October 27, 2023 (the “Closing Date”), the Company entered into the Perceptive Term Loan Facility.

An initial tranche of $ 50.0 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date.

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In connection with the Credit Agreement, the Company also entered into a Security Agreement, dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions.

On the Closing Date, as consideration for the Credit Agreement, the Company issued the Perceptive Warrant to Perceptive, which allowed them to purchase up to 1,200,000 Warrant Shares.

The 800,000 Initial Warrant Shares vested and became exercisable on the Closing Date and 400,000 Additional Warrant Shares would have potentially vested and become exercisable on the Tranche B Borrowing Date.

As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrants”) of its Class A common stock.

As the Company did not seek the additional funding from the Tranche B Loan, the Additional Warrant Shares did not vest and are not exercisable.

The per share exercise price for the Initial Warrant Shares is $ 3.1752 (the “Initial Warrant Exercise Price”), which is equal to the 10-day volume weighted average price (the “ 10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares would have been equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date.

The Perceptive Warrant will be exercisable, in whole or in part, until the 10 th anniversary of the applicable vesting date.

On April 30, 2024, Perceptive provided the Company with a notice to exercise the Initial Warrant Shares at an aggregate exercise price of $ 2.5 million and instructed the Company to withhold a number of Initial Warrant Shares as payment for the aggregate exercise price.

On April 30, 2024 (the “Exercise Date”), Perceptive provided the Company with a notice to exercise the Initial Warrant Shares at an aggregate exercise price of $ 2.5 million and instructed the Company to withhold a number of Initial Warrant Shares as

payment for the aggregate exercise price.

As a result, the Company issued 645,414 shares of its Class A common stock in satisfaction of the cashless exercise in respect of the Initial Warrant Shares.

See Note 4, “ Fair Value Measurement ” for further information.

For the year ended December 31, 2024 and December 31, 2023, a loss of $ 10.1 million and a nominal gain was recorded, respectively, within the change in fair value of financial liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the Exercise Date.

Connecticut Department of Economic and Community Development Funding Commitment

In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases.

The DECD Loan Agreement provided for a total loan commitment of $ 15.5 million at a fixed annual interest rate of 2.0 % for a term of 10 years.

The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023.

The final payment of principal and interest was due in July 2028.

However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $ 12.3 million in the aggregate.

Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $ 4.5 million had been forgiven at December 31, 2022.

This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement.

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The other terms of the 2022 Amended DECD Loan Agreement remained the same.

During the year ended December 31, 2024, the Company made principal payments totaling $ 0.5 million.

The outstanding loan balance of the DECD loan was $ 5.8 million at December 31, 2024.

During the years ended December 31, 2025 and 2024, the Company made principal payments totaling $ 1.2 million and $ 0.5 million, respectively.

During the first quarter of 2026, the Company reached an agreement with the DECD and repaid the remaining outstanding balance under the DECD Loan Agreement.

As of December 31, 2025, the outstanding loan balance of the DECD loan of $ 4.5 million was reported within other current liabilities on the consolidated balance sheet.

The Company’s leases primarily consist of office and lab space, and equipment for use in its operations.

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Operating Leases

The Company’s primary operating lease arrangements include leased properties for its corporate office and headquarters located in Stamford, Connecticut, its primary operating laboratory located in Gaithersburg, Maryland, and a satellite meeting space located in New York City.

The Company’s primary operating lease arrangements include leased properties for its corporate office and headquarters located in Stamford, Connecticut, its primary operating laboratory located in Gaithersburg, Maryland, a corporate office in Oakland, California, and a satellite meeting space located in New York City.

The lease agreements for these properties expire in 2034, 2031, 2029, and 2026, respectively.

The Company’s operating leases also include laboratories in Branford, Connecticut and Stamford, Connecticut, which as previously disclosed, have ceased operations as part of the Company’s announced exits in 2022 from reproductive health and somatic tumor testing.

The Company’s operating leases also include laboratories in Branford, Connecticut and Stamford, Connecticut have ceased operations as part of the Company’s announced exits in 2022 from reproductive health and somatic tumor testing.

The lease agreements for these properties expire in 2030 and 2036, respectively.

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Total lease cost $ 9,810 $ 9,198 $ 10,221

For the years ended December 31, 2025, 2024, and 2023, cash paid for operating leases included in operating cash flows was $ 6.1 million, $ 5.2 million, and $ 5.5 million, respectively.

For the years ended December 31, 2025, 2024, and 2023, cash paid for finance leases included in financing cash flows was $ 2.5 million, $ 2.7 million, and $ 3.6 million, respectively.

Cash paid for finance leases included in operating cash flows were immaterial for each of the years ended December 31, 2025, 2024, and 2023.

Future minimum lease payments under non-cancellable leases as of December 31, 2025 are as follows:

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Present value of lease liabilities $ 42,659 $ 17,791 $ 60,450

Other information related to leases as of and for the year ended December 31, 2024 and 2023 and are as follows:

Other information related to leases as of and for the year ended December 31, 2025, 2024 and 2023 are as follows:

2025 2024 2023

Weighted-average remaining lease term (years)

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Finance leases 8.5 % 8.4 % 8.1 %

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases $ 5,231 $ 5,482

Operating cash flows from finance leases 3,029 1,874

Financing cash flows from finance lease 2,728 3,598

Purchase Commitments and Contingencies

2 unchanged sentences

2026 $ 15,084

Thereafter 978

Total purchase commitments $ 35,732

1 unchanged sentence

These contracts generally do not require multi-year purchase commitments.

For further information regarding the Company’s lease obligations, see Note 9, “ Leases ” included within this Annual Report.

For further information regarding the Company’s lease obligations, see Note 10, “ Leases ”.

Contingencies

The Company is or may become subject to various claims and legal actions arising in the ordinary course of business.

The Company does not believe that the outcome of any existing matters will have a material effect on the Company’s consolidated

financial statements.

The Company does not believe that the outcome of any existing matters will have a material effect on the Company’s consolidated financial statements.

However, no assurance can be given that the ultimate resolution of such proceedings will not materially impact the Company’s consolidated financial statements.

Except as described below, the Company was not a party to any material legal proceedings as of December 31, 2025, nor is it a party to any material legal proceedings as of the date of issuance of these consolidated financial statements.

On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut, styled Helo v.

Sema4 Holdings Corp., et al, 22-cv-1131 (D.

Helo Putative Class Action

On September 7, 2022, a putative securities class action lawsuit was filed in the United States District Court for the District of Connecticut, styled Helo v.

Sema4 Holdings Corp.

, et al., 3:22-cv-01131 (D.

Conn.) against the Company and certain of the Company’s current and former officers.

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As amended, the complaint purports to bring suit on behalf of the stockholders who purchased the Company’s publicly traded securities between January 18, 2022 and August 15, 2022.

The second amended complaint purports to allege that the defendants made false and misleading statements about the Company’s business, operations, and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and seeks unspecified compensatory damages, fees, and costs.

The Company believes the allegations and claims are without merit.

The second amended complaint does not reassert most of the earlier allegations, and purports to allege that the defendants made false and misleading statements about the abilities and potential of Centrellis, the Company’s proprietary intelligence platform, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and seeks unspecified compensatory damages, fees and costs.

The Company’s motion to dismiss the second amended complaint was denied on June 23, 2025, and the parties subsequently engaged in discovery.

During the first quarter of 2026, the parties in the Helo putative class action reached an agreement in principle to resolve all claims for approximately $ 4.8 million, and intend to execute a formal stipulation of settlement reflecting such agreement in principle.

To be finalize, the settlement must first be approved by the United States District Court for the District of Connecticut.

There can be no assurance that the Court will approve such settlement.

During the fourth quarter of 2025, the Company reserved the aforementioned settlement and associated litigation costs, totaling approximately $ 6.0 million, which are reported in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2025.

Other Legal Proceedings

On November 28, 2023, a stockholder filed a derivative suit, allegedly on behalf of the Company, based largely on the same allegations in the securities class action referenced above.

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The complaint seeks damages on the Company’s behalf, and seeks corporate governance and other relief.

On March 11, 2024, the Court issued an order staying this suit pending resolution of the Helo class action referenced above.

On March 11, 2024, the Court issued an order staying this suit pending resolution of or announcement of a settlement in the Helo putative class action referenced above (or certain other developments).

On June 25, 2024, a substantially similar stockholder derivative suit was filed in federal court in the District of Connecticut, styled Scinto v.

Schadt , et al., 3:24-cv-01100 (D.

The suit, also purportedly brought on the Company’s behalf against certain of its former or current officers and directors, asserts claims for breach of fiduciary duty, unjust enrichment, corporate waste, and violations of Sections 10(b) and 14(a) of the Exchange Act.

The suit, also purportedly brought on the Company’s behalf against certain of its former or current officers and directors, asserts claims for breach of fiduciary duty, gross mismanagement, and violations of Sections 14(a) and 10(b) of the Exchange Act.

The Company is named only as a nominal defendant.

The complaint seeks damages on the Company’s behalf, as well as corporate governance reforms and other relief.

On August 8, 2024, the Court issued an order staying this suit until the earlier of a commencement of discovery, announcement of settlement, or dismissal with prejudice in the Helo class action referenced above.

On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery.

The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination between CMLS and Legacy Sema4.

The defendants named in the amended complaint include and directors of CMLS at the time of the transaction, including certain directors who continue to serve on the Company’s Board of Directors, as well as CMLS Holdings LLC, Corvex Management LP, and Casdin Capital, LLC.

The Company is not named as a defendant.

The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a similar claim against CMLS Holdings LLC and certain individuals for breach of fiduciary duty as control persons.

The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief.

After defendants moved to dismiss the case, the plaintiff filed an amended complaint on July 6, 2023, revising certain allegations and adding third parties as defendants.

The defendants answered the amended complaint on September 15, 2023.

The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding.

During the second quarter of 2024, the parties reached an agreement in principle through mediation to resolve all claims for approximately $ 21 million, and during the third quarter of 2024, the parties executed a formal stipulation of settlement reflecting such agreement in principle.

The settlement was paid into escrow on November 12, 2024 and was funded by the Company (based on its indemnification obligations), available insurance of approximately $ 10 million and proceeds of approximately $ 1.4 million from the insurance of a third-party defendant.

The Delaware Court of Chancery approved the settlement on December 2, 2024.

As of December 31, 2024, remaining unpaid litigation and indemnification costs were nominal.

On September 2, 2025, the Court issued an order staying this suit until the final resolution of or announcement of settlement in the Helo class action referenced above.

On August 15, 2025, a third, substantially similar stockholder derivative suit was filed in federal court in the District of Delaware, styled Ingrao v.

, 1:25-cv-01027 (D.

The suit, also purportedly brought on the Company’s behalf against certain of its former or current officers and directors, asserts claims for breach of fiduciary duty, unjust enrichment and violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

The Company is named only as a nominal defendant.

The complaint seeks damages on the Company’s behalf, as well as corporate governance reforms and other relief.

On October 27, 2025, the Court issued an order (1) consolidating this action with the above-referenced Ghazaleh derivative suit and (2) staying the consolidated suit until final resolution of or an announcement of a settlement in the Helo class action discussed above.

The consolidated derivative suit is captioned In re GeneDx Holdings Corp.

Derivative Litigation , Lead Case No.

1:23-cv-01357-GBW (D.

Defined Contribution Plan

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The Company, at its discretion, makes matching contributions.

The Company contributed $ 5.9 million and $ 6.5 million for the years ended December 31, 2024 and 2023, respectively.

The Company contributed $ 7.7 million, $ 5.9 million, and $ 6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Stock-Based Compensation

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Year Ended December 31,

2025 2024 2023

Cost of services $ 791 $ 431 $ ( 1,217 )

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$ 32,162 $ 9,138 $ ( 326 )

1 The Company recorded an aggregate reversal of stock-based compensation of $ 3.9 million and $ 24.7 million during the years ended December 31, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations.

2 Includes $ 0.6 million of expense related to the 2021 Employee Stock Purchase Plan during year ended December 31, 2024.

(1) The Company recorded an aggregate reversal of stock-based compensation of $ 1.7 million, $ 3.9 million, and $ 24.7 million during the years ended December 31, 2025, 2024, and 2023, respectively, due to forfeiture activities upon employee terminations.

(2) Includes $ 1.5 million and $ 0.6 million of expense related to the 2021 Employee Stock Purchase Plan during year ended December 31, 2025 and 2024, respectively.

Stock Incentive Plans

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No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis;

however, the Company has also granted certain restricted stock units (“RSUs”) with vesting terms beginning 12 months from the grant date and vesting immediately on the grant date.

however, the Company has also granted certain restricted stock units with vesting terms beginning 12 months from the grant date and vesting immediately on the grant date.

On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to 5 % of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31.

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In January 2026, the number of Class A common stock reserved for future issuance under the 2021 Plan automatically increased by 1,462,264 shares.

Stock Option Activity

All stock options granted under the 2021 Plan are accounted for as time-based equity awards.

Stock Options

All stock options granted under the 2021 Plan are accounted for as service-based equity awards.

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

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Balance at December 31, 2024 341,280 $ 44.83 5.99 $ 12,429

Options granted — $ —

Options exercised ( 140,847 ) $ 14.49

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As of December 31, 2025, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $ 0.1 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 0.3 years.

The weighted-average grant-date fair value and total fair value of options with tranches vested was $ 34.42 and $ 0.7 million for the year ended December 31, 2024, respectively, and $ 25.07 and $ 1.5 million for the year ended December 31, 2023, respectively.

The aggregate intrinsic value of exercised options was $ 2.3 million and $ 0.3 million in the years ended December 31, 2024 and 2023, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date.

The weighted-average grant-date fair value of options forfeited and canceled was $ 7.46 for the year ended December 31, 2024.

There were no options granted during the year ended December 31, 2024.

The weighted-average grant-date fair value and total fair value of options with tranches vested was $ 23.30 and $ 1.8 million for the year ended December 31, 2025, respectively, $ 34.42 and $ 0.7 million for the year ended December 31, 2024, respectively, and $ 25.07 and $ 1.5 million for the year ended December 31, 2023, respectively.

There were no options granted during the year ended December 31, 2025 or 2024.

The fair value of the stock option awards granted during the year ended December 31, 2023 were estimated using the Black-Scholes option pricing model with the following assumptions:

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Fair value of Class A common stock $ 6.35

Restricted Stock Units (RSU)

The Company issued time-based RSUs to employees under the 2021 Plan.

The RSUs automatically convert to common stock on a one -for-one basis as the awards vest.

The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date.

The RSUs granted generally vest over a four-year vesting period from the grant date, however, the Company also granted certain RSUs with vesting term beginning 12 months from the grant date and vesting immediately on the grant date.

The following table summarizes the activity related to the Company’s time-based RSUs:

The aggregate intrinsic value of exercised options was $ 16.4 million, $ 2.3 million, and $ 0.3 million in the years ended December 31, 2025, 2024, and 2023, respectively, and is calculated based on the difference between the exercise price and the fair

value of the Company’s common stock as of the exercise date.

The weighted-average grant-date fair value of options forfeited and canceled was $ 55.44 , $ 7.46 , and $ 22.71 for the years ended December 31, 2025, 2024, and 2023, respectively.

Restricted Stock Units

Restricted stock units granted under the 2021 Plan are accounted for as either service-based restricted stock units (“RSUs”) or performance-based restricted stock units (“PRSUs”).

Restricted stock units convert to Class A common stock on a one -for-one basis as the awards vest.

The Company measures the value of restricted stock units at fair value based on the closing price of the underlying common stock on the grant date.

The following table summarizes restricted stock unit activity during the year ended December 31, 2025:

Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Per Unit

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Restricted Stock Units granted (1)

625,957 $ 95.88

Restricted Stock Units vested ( 638,339 ) $ 16.15

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Balance at December 31, 2025 1,519,733 $ 42.91

The total fair value of RSUs vested for the years ended December 31, 2024 and 2023 was $ 2.1 million and $ 6.6 million, respectively.

As of December 31, 2024, unrecognized stock-based compensation cost related to the Company’s RSUs was $ 10.7 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.8 years.

(1) Includes 81,702 PRSUs granted during the year ended December 31, 2025 with a weighted-average grant-date fair value of $ 97.80 .

During the year ended December 31, 2025, the Company approved awards of 81,702 PRSUs to certain executives.

The grant date fair value of the PRSUs is based on the fair value of the Company’s Class A common stock on the grant date.

The awards have both service-based and performance-based vesting conditions.

The actual number of shares earned on vesting ranges from 0 % to 200 % of the target number of shares granted, depending on the attainment of specified performance goals established for the years ending December 31, 2025 and 2026.

The total fair value of restricted stock units vested for the years ended December 31, 2025, 2024, and 2023 was $ 10.3 million, $ 2.1 million, and $ 6.6 million, respectively.

As of December 31, 2025, unrecognized stock-based compensation cost related to the Company’s restricted stock units was $ 36.8 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.9 years.

Employee Stock Purchase Plan

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On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 ESPP may be increased automatically by the number of shares equal to 1 % of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31.

In January 2025, the number of Class A common stock reserved for future issuance under the 2021 ESPP automatically increased by 280,165 shares.

The 2021 ESPP became open for enrollment in April 2024.

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The purchase price under each discrete offering period is equal to 85 % of the lesser of the fair market value of the Class A common stock on the first and last day of the offering period.

The first offering period was completed on October 31, 2024 and the Company issued 26,773 shares under the 2021 ESPP during the year ended December 31, 2024.

The Company issued 50,615 and 26,773 shares under the 2021 ESPP during the year ended December 31, 2025 and 2024, respectively.

A total of 799,381 shares of Class A common stock were reserved for future issuance under the 2021 ESPP as of December 31, 2025.

In January 2026, the number of Class A common stock reserved for future issuance under the 2021 ESPP automatically increased by 292,452 shares.

The components of income before incomes taxes consisted of the following:

The components of loss before incomes taxes consisted of the following:

Year ended December 31,

2025 2024 2023

Foreign $ 1,178 $ 929 $ 623

Domestic ( 22,315 ) ( 53,558 ) ( 177,316 )

Loss before income tax provision (benefit) ( 52,629 ) ( 176,693 )

Loss before income tax benefit ( 21,137 ) ( 52,629 ) ( 176,693 )

The components of income tax benefit consisted of the following:

Year ended December 31,

2025 2024 2023

Federal $ — $ — $ —

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State and local ( 542 ) ( 355 ) ( 2,032 )

Foreign — — —

Total Deferred ( 981 ) ( 584 ) ( 1,090 )

Total income tax provision (benefit) $ ( 343 ) $ ( 926 )

For the years ended December 31, 2024 and 2023, the Company recorded a total income tax benefit of $ 0.3 million and $ 0.9 million, respectively.

Total income tax benefit

$ ( 116 ) $ ( 343 ) $ ( 926 )

For the years ended December 31, 2025, 2024, and 2023, the Company recorded a total income tax benefit of $ 0.1 million, $ 0.3 million, and $ 0.9 million, respectively.

Accordingly, the effective tax rate for the Company for the years ended December 31, 2025, 2024, and 2023 was 0.5 %, 0.6 %, and 0.5 % respectively.

A reconciliation of the anticipated income tax expense/(benefit) computed by applying the statutory federal income tax rate of 21% to loss before income taxes to the amount reported in the statement of operations and comprehensive loss is as follows:

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States.

The OBBBA includes, among other provisions, changes to bonus depreciation rules, the treatment of research and experimental expenditures under Section 174A, limitations on the deductibility of interest under Section 163(j), and modifications to certain international tax regimes.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the effective provisions of the OBBBA for the year ended December 31, 2025, and determined their impact on the consolidated financial statements to be immaterial.

The Company will continue to evaluate the full impact of the OBBBA changes as additional guidance becomes available.

As noted in Note 2, “ Summary of Significant Accounting Policies ”, the Company adopted ASU 2023-09 and applied the new disclosure requirements prospectively for the year ended December 31, 2025.

A reconciliation of the anticipated income tax benefit computed by applying the statutory federal income tax rate of 21% to loss before income taxes to the amount reported in the statement of operations and comprehensive loss after the adoption of ASU 2023-09 is as follows:

Year ended December 31, 2025

Amount Percent

federal statutory tax rate $ ( 4,439 ) 21.0 %

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

Foreign tax effects 62 ( 0.3 )

Changes in valuation allowances 5,896 ( 27.9 )

Nontaxable or nondeductible items:

Stock-based compensation ( 14,295 ) 67.6

Excess compensation 12,701 ( 60.1 )

Unrealized fair value gain on warrants 253 ( 1.2 )

Other 128 ( 0.6 )

Other adjustments:

Return to provision adjustments ( 318 ) 1.5

Effective tax rate $ ( 116 ) 0.5 %

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

A reconciliation of the anticipated income tax benefit computed by applying the statutory federal income tax rate of 21% to loss before income taxes to the amount reported in the statements of operations and comprehensive loss for years prior to the adoption of ASU 2023-09 is as follows:

Year ended December 31,

federal taxes at statutory rate 21.0 % 21.0 %

State taxes (net of federal benefit) 0.6 1.1

State and local taxes, net of federal benefit 0.6 1.1

Research and development tax credits — ( 0.8 )

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Permanent items ( 0.5 ) ( 0.1 )

Unrealized fair market value gain on warrants ( 5.4 ) 0.1

Unrealized fair value (gain) loss on warrants ( 5.4 ) 0.1

Goodwill impairment — ( 0.1 )

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Connecticut research and development $ 511 No expiration

California research and development

1,256 No expiration

The Company had the following deferred tax valuation allowance balances:

Year Balance at the Beginning of Period Additions Balance at the End of Period

Year Balance at the Beginning of Period Additions Balance at the

End of Period

2025 $ 272,275 22,985 $ 295,260

2024 $ 271,567 708 $ 272,275

2023 $ 226,644 44,923 $ 271,567

Future realization of the tax benefits of existing temporary differences and carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period.

As of December 31, 2024 and 2023 the Company performed an

evaluation to determine whether a valuation allowance was needed.

As of December 31, 2025 and 2024 the Company performed an evaluation to determine whether a valuation allowance was needed.

Based on the Company’s analysis, which considered all available evidence, both positive and negative, the Company determined that it is more likely than not that a significant portion of its deferred tax assets will not be realized.

Accordingly, the Company maintained a full valuation allowance as of December 31, 2025 and 2024.

The valuation allowance increased by $ 0.7 million in 2024 and $ 44.9 million in 2023, primarily due to the increase in net operating loss carryforwards.

The valuation allowance increased by $ 23.0 million in 2025 and $ 0.7 million in 2024, primarily due to the increase in net operating loss carryforwards related to the Merger and current year activity.

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited.

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As of December 31,

2025 2024 2023

Unrecognized tax benefits – January 1

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As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations remain open from 2007 and forward until the net operating loss carryforwards are utilized or expire prior to utilization.

The amounts of cash income taxes paid by the Company were as follows:

December 31, 2025

State and local:

North Carolina 40

Pennsylvania 129

Other state and local 35

Total cash income taxes paid $

The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.1 million, respectively.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Basic and diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

Year Ended December 31,

2025 2024 2023

Net loss attributable to common stockholders $ ( 21,021 ) $ ( 52,286 ) $ ( 175,767 )

Basic and diluted weighted-average common shares outstanding 28,641,734 26,891,213 24,311,989

26,891,213 24,311,989

Basic and diluted loss per share $ ( 0.73 ) $ ( 1.94 ) $ ( 7.23 )

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Year Ended December 31,

2025 2024 2023

Outstanding options and RSUs to purchase Class A common stock 1,719,187 2,210,841 2,005,853

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Total 2,406,960 2,897,922 3,472,368

Restructuring Costs

The table below provides certain information concerning restructuring activity during the year ended December 31, 2024 and December 31, 2023:

Reserve Balance at December 31, 2023

Charged to Costs and Expenses Payments and Other Reserve Balance at December 31, 2024

Severance $ 1,853 $ 1,752 $ ( 2,859 ) $ 746

Reserve Balance at December 31, 2022

Charged to Costs and Expenses Payments and Other Reserve Balance at December 31, 2023

Severance $ 4,770 $ 6,514 $ ( 9,431 ) $ 1,853

253 18 ( 271 ) —

Total $ 5,023 $ 6,532 $ ( 9,702 ) $ 1,853

Expenses related to restructuring activities are included within the consolidated statements of operations and comprehensive loss as follows:

Year Ended December 31,

Cost of services $ 54 $ 139

Research and development 151 3,176

Selling and marketing 548 1,371

General and administrative 999 1,846

Total restructuring expense $ 1,752 $ 6,532

On October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023, and approximately 35 positions impacted on October 30, 2023.

Together these actions reduced the size of the Company’s workforce by 10 % from the total number that existed at the time of the August reduction in force.

Supplemental Financial Information

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Total $ 105,989 $ 86,202

Restricted cash included in other assets as of December 31, 2024 and 2023 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases.

Restricted cash included in other assets as of December 31, 2025 and 2024 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for a security deposit for operating leases.

Prepaid expenses and other current assets consisted of the following:

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Accrued expenses 44,659 12,443

Reserves for refunds to insurance carriers 10,586 15,039

Third party payor reserves, short-term 4,965 10,586

Legal reserves 5,560 —

Total $ 57,645 $ 30,983

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Accrued severance 771 746

Due to related parties 643 668

Current portion of long-term debt 4,542 1,211

Short-term contingent consideration liability 5,444 —

Short-term warrant liability 1,100 —

Other 4,721 1,632

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As of December 31,

Warrant liability $ 3,519 $ 2,735

Third party payor reserve 2,000 12,000

Total $ 5,519 $ 14,735

Long-term contingent consideration liability $ 1,570 $ —

Long-term warrant liability — 3,519

Third party payor reserves, long-term — 2,000

$ 1,641 $ 5,519

2023 Capital Raise

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2024 Sales Agreement

The Company entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) in April 2024, pursuant to which the Company may, but is not obligated to, offer and sell, from time to time, shares of its Class A common stock with an aggregate offering price up to $ 75.0 million through TD Cowen, as sales agent, subject to the terms and conditions described in the Sales Agreement and SEC rules and regulations (the “ATM offering”).

During the year ended December 31, 2024, the Company issued 825,379 shares of its Class A common stock in connection with the ATM offering at an average price

of $ 58.41 per share.

During the year ended December 31, 2024, the Company issued 825,379 shares of its Class A common stock in connection with the ATM offering at an average price of $ 58.41 per share.

Proceeds received, net of agent fees and other offering expenses, were $ 46.5 million.

During the year ended December 31, 2025, the Company issued 251,367 shares of its Class A common stock in connection with the prior ATM offering at an average price of $ 106.56 per share, which resulted in the Company selling the maximum amount of shares in the prior ATM offering and the automatic termination of the Sales Agreement.

Proceeds received, net of agent fees and other offering expenses, were $ 25.6 million.

2025 Sales Agreement

The Company entered into an additional sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) pursuant to which we may, but are not obligated to, offer and sell, from time to time, shares of our Class A common stock with an aggregate offering price up to $ 100.0 million through TD Cowen, as sales agent, subject to the terms and conditions described in the Sales Agreement and SEC rules and regulations (the “ATM offering”).

During the year ended December 31, 2025, the Company issued 147,583 shares of its Class A common stock in connection with this ATM offering at an average price of $ 147.44 per share and the proceeds received, net of agent fees and other offering expenses, were $ 21.1 million.

As of December 31, 2025, approximately $ 78.2 million of capacity remained available under this ATM offering.

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The Company’s CODM is its Chief Executive Officer.

At December 31, 2024, the Company has identified one reportable segment:

GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs.

The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services.

Other represents the revenues and costs associated with the Legacy Sema4 diagnostics business which was completely shut down in 2023.

As of December 31, 2025, the Company has identified the GeneDx operating segment as its one reportable segment.

The GeneDx operating segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services.

The Company has also identified two other operating segments:

(1) Fabric Genomics and (2) Legacy Sema4, which was completely shut down in 2023 and is winding down its operating activities.

The Fabric Genomics and Legacy Sema4 operating segments do not meet the quantitative thresholds for reportable segments and are collectively reported in Other.

The CODM evaluates segment performance based on revenue and adjusted gross profit.

Year ended December 31,

Total GeneDx Other

2025 2024 2023

GeneDx Other Total GeneDx Other Total GeneDx Other Total

Revenue $ 423,088 $ 4,451 $ 427,539 $ 302,293 $ 3,157 $ 305,450 $ 194,376 $ 8,190 $ 202,566

5 unchanged sentences

Stock-based compensation 791 431 ( 1,217 )

Restructuring charges 54 139

Restructuring costs

Gross profit $ 298,173 $ 194,397 $ 90,006

4 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