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VirnetX Holding Corp

For the period ended Dec 31, 2025. Filed Mar 24, 2026.

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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 24, 2026

VHC$9.25-6.8%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedules
(1)Financial Statements: See the Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedule: Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. All other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or the notes thereto.
(3)Exhibits: The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Index

EXHIBIT INDEX

Exhibit Number · Description · Incorporated by reference herein
Form · Exhibit No. · Filing Date · File No. · Filed Herewith
3.1Amended and Restated Certificate of Incorporation of the Company, as amended.8-K3.111/01/2007000-26895
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.8-K3.110/25/2023001-33852
3.3Amended and Restated Bylaws of the Company.8-K3.101/27/2023001-33852
4.1Specimen Common Stock Certificate.S-34.107/30/2018333-226413
4.2Form of Senior Indenture.S-34.207/30/2018333-226413
4.3Form of Subordinated Indenture.S-34.407/30/2018333-226413
4.4Description of Capital Stock.X
10.1Form of Indemnification Agreement.10-K10.103/18/2019001-33852
10.2*2007 Stock Plan, as amended.10-Q10.205/10/2012001-33852
10.3*Amended Form of Stock Option Agreement – 2007 Stock Plan.10-Q4.505/10/2011001-33852
10.4*Form of Restricted Stock Unit Award Agreement – 2007 Stock Plan.10-Q10.305/10/2012001-33852
10.5*2013 Equity Incentive Plan, as amended.DEF 14AAppendix A04/13/2021001-33852
10.6*Amended and Restated 2013 Equity Incentive Plan.8-K10.106/18/2024001-33852
10.7*Form of Stock Option Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.10-K10.603/02/2015001-33852
10.8*Form of Restricted Stock Unit Agreement – 2013 Equity Incentive Plan and Amended and Restated 2013 Equity Incentive Plan.10-K10.703/02/2015001-33852
10.9*Form of Restricted Stock Agreement – Amended and Restated 2013 Equity Incentive Plan.10-Q10.208/11/2023001-33852
10.10Patent License and Assignment Agreement by and between the Company and Leidos, Inc. (formerly Science Applications International Corporation) dated as of August 12, 2005.8-K10.407/12/2007000-26895
10.11**Amendment No. 1 to Patent License and Assignment Agreement by and between the Company and Leidos, Inc. dated as of November 2, 2006.8-K10.607/12/2007000-26895
10.12Amendment No. 2 to Patent License and Assignment Agreement by and between VirnetX, Inc. and Leidos, Inc. dated as of March 12, 2008.8-K10.103/18/2008001-33852
10.13Security Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.8-K10.507/12/2007000-26895
10.14Assignment Agreement between the Company and Leidos, Inc. dated as of December 21, 2006.8-K10.707/12/2007000-26895

Index

10.15Professional Services Agreement by and between the Company and Leidos, Inc. dated as of August 12, 2005.8-K10.807/12/2007000-26895
10.16**Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated May 14, 2010.10-Q/A10.101/31/2011001-33852
10.17**Amended Settlement and License Agreement, by and between Microsoft Corporation and VirnetX, Inc., dated December 17, 2014.10-K10.2303/02/2015001-33852
10.18*Hire Letter by and between Katherine Allanson and the Company, dated as of September 1, 2021.10-Q10.111/08/2021001-33852
10.19Warrant to Purchase Shares of Common Stock of the Company by and between the Company and Odeon Capital Group LLC, dated as of April 29, 2020.10-Q10.205/15/2023001-33852
10.20*Outside Director Compensation Policy, as adopted on November 30, 2023.10-K/A10.2204/18/2024001-33852
19.1Insider Trading and Disclosure Compliance Program, amended on August 11, 2025.X
21.1Subsidiaries of VirnetX Holding Corporation.10-K21.103/16/2021001-33852
23.1Consent of Farber Hass Hurley LLP, Independent Registered Public Accounting Firm.X
24.1Power of Attorney (contained on signature page hereto)X
31.1Chief Executive Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.X
31.2Chief Financial Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act.X
32.1†Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2†Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97.1*Compensation Recovery Policy of the Company as adopted November 8, 2023.10-K/A97.104/18/2024001-33852
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X
*Indicates management contract or compensatory plan.
**Confidential treatment has been granted by the SEC as to certain portions of this exhibit.
†The certifications attached as Exhibit 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of VirnetX Holding Corporation under the Securities Act or the Exchange Act, whether before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

Index

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

VirnetX Holding Corporation
By:/s/ Kendall Larsen
Name: Kendall Larsen
Title: Chief Executive Officer and President

Index

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