MAXCYTE, INC.

For the period ended Dec 31, 2025. Filed Mar 25, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 25, 2026

MXCT$1.13-13.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements

The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules

Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.

(3) List of Exhibits required by Item 601 of Regulation S-K

See the Exhibit Index in Item 15(b) below.

(b) Exhibit Index.


Incorporated by Reference
ExhibitNumber · · Description · · Form · · File No. · · Exhibit · Filing Date
3.1	Amended and Restated Bylaws of the Registrant.	8-K	001-40674	3.1	August 4, 2021
3.2	Fifteenth Amended and Restated Certificate of Incorporation.	S-1	333-257810	3.1	July 26, 2021
4.1	Description of Certain of Registrant's Securities.	10-K	001-40674	4.1	March 22, 2022
10.1#	MaxCyte, Inc. Long-Term Incentive Plan.	S-1/A	333-257810	10.1	July 26, 2021
10.2#	Form of New Hire Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.	S-1/A	333-257810	10.2	July 26, 2021
10.3#	Form of Performance Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.	S-1/A	333-257810	10.3	July 26, 2021
10.4#	Form of Director Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.	S-1/A	333-257810	10.4	July 26, 2021
10.5#	MaxCyte, Inc. Inducement Plan.	10-K	001-40674	10.5	March 22, 2022
10.6#	MaxCyte, Inc. Form of Stock Option Grant Notice (2021 Inducement Plan), dated as of January 1, 2022.	10-Q	001-40674	10.4	August 10, 2022
10.7#	Form of 2022 Employee Stock Purchase Plan.	S-8	333-266133	99.2	July 14, 2022
10.8#	Form of Indemnification Agreement by and between the Registrant and each director and executive officer.	S-1/A	333-257810	10.8	July 26, 2021
10.9#	Amended and Restated. 2022 Equity Incentive Plan.	8-K	001-40674	10.1	June 18, 2025
10.10#	MaxCyte, Inc. Form of RSU Award Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022.	10-Q	001-40674	10.5	August 10, 2022

10.11#	MaxCyte, Inc. Form of Stock Option Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022.	10-Q	001-40674	10.6	August 10, 2022
10.12	Deed of Lease, dated as of May 27, 2021, between Key West MD Owner LLC and Registrant.	10-K	001-40674	10.16	March 15, 2023
10.13	Amendment to Deed of Lease, dated as of November 16, 2021, between Key West MD Owner LLC and Registrant.	10-K	001-40674	10.17	March 15, 2023
10.14#	Promotion Letter, dated as of December 11, 2023, by and between the Registrant and Maher Masoud	10-K	001-40674	10.21	March 12, 2024
10.15#	Amended and Restated Severance Agreement, dated as of March 10, 2025, by and between Douglas J. Swirsky, and the Registrant.	10-K	001-40674	10.18	March 11, 2025
10.16	Consulting Agreement, dated February 1, 2025, between Ross Squared Consulting, LLC and the Registrant	10-Q	001-40674	10.1	May 8, 2025
10.17#	Severance Agreement, dated as of July 1, 2024, by and between Ali Soleymannezhad and the Registrant.	10-Q	001-40674	10.2	May 8, 2025
10.18#*	Amendment to Severance Agreement, dated as of November 12, 2025, by and between Douglas J. Swirsky and the Registrant
10.19#*	MaxCyte, Inc. Form of PSU Award Grant Notice (2022 Equity Incentive Plan), dated as of March 15, 2024
19.1	Corporate Disclosure Policy of MaxCyte, Inc.	10-K	001-40674	19.1	March 11, 2025
19.2	Share dealing code of MaxCyte, Inc.	10-K	001-40674	19.2	March 11, 2025
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of Independent Registered Public Accounting Firm
24.1*	Power of Attorney (contained on the signature page to this Form 10-K).
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1@	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2@	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97	Amended and Restated Incentive Compensation Recoupment Policy of the Registrant	10-K	001-40674	97	March 12, 2024

101.INS*		Inline XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE).

Filed herewith.

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