STANDARD BIOTOOLS INC.

December 31, 2025

1. Description of Business

Standard BioTools Inc. (“Standard BioTools” or the “Company”) is a Delaware corporation headquartered in Boston, Massachusetts.

The Company develops, manufactures and sells a diversified range of instrumentation, consumables, and services that help scientists and biomedical researchers develop better therapeutics faster. Its proprietary multi-omics tools provide unique insights into human health, immune response, and disease states across a broad range of applications, including proteomics and genomics, and other areas of translational and clinical research.

The Company works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in accordance with principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates ("ASUs") of the Financial Accounting Standards Board ("FASB").

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

On June 22, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Illumina, Inc. (“Illumina”). The Purchase Agreement provided for the acquisition by Illumina all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC (“Sengenics LLC”) and Sengenics Corporation Pte Ltd (“Sengenics Pte” and together with Sengenics LLC, “Sengenics”) (collectively, the “Disposed Entities”), each a wholly owned subsidiary of the Company that operated the Company's aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the “SomaScan Business”) (such transaction, the “Transaction”). The Transaction did not include the Company's mass cytometry and microfluidics businesses, which were retained by the Company. The Transaction closed on January 30, 2026. See Note 4, Discontinued Operationsfor more information.

Consistent with ASC 205, Presentation of Financial Statements, the Company classifies disposal groups as held-for-sale in the reporting period when all the held-for-sale classification criteria are met. Disposal groups held for sale are presented as discontinued operations when the disposal represents a strategic shift with a major effect on operations, and the operations and cash flows are clearly distinguishable from the rest of the entity. Upon classification as held-for-sale, assets and liabilities are presented as held-for-sale and measured at the lower of carrying value or fair value less costs to sell, and upon classification as discontinued operations, results of operations are reclassified as discontinued operations for all periods presented.

The Company determined that the SomaScan Business met the held-for-sale and discontinued operations accounting criteria in the second quarter of 2025. Accordingly, the Company has classified the results of the SomaScan Business as discontinued operations in its consolidated statements of operations for all periods presented. Additionally, the assets and liabilities of the SomaScan Business are classified as held-for-sale in the consolidated balance sheets. The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The discussions in these notes to the consolidated financial statements relate solely to the Company's continuing operations, unless otherwise noted. For further discussion of the discontinued operations related to the SomaScan Business, refer to Note 4, Discontinued Operations.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Actual results could differ materially from these estimates.

Significant estimates and assumptions which form the basis of amounts reported in the consolidated financial statements include, but are not limited to, the identification of performance obligations in contracts with customers; standalone selling prices of the Company's performance obligations; timing of revenue recognition; fair value measurements; net realizable value of inventory; income taxes; the fair value of intangible assets acquired in business combinations; and impairment of long-lived assets (property and equipment, and operating lease right-of-use assets). The Company bases its estimates on current facts and circumstances, historical experience, forecasted results, and various other assumptions that it believes to be reasonable. The Company obtains reports from third-party valuation experts to inform and support estimates related to certain fair value measurements.

Segment Reporting

The Company identifies operating and reportable segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. The Company's Chief Executive Officer (“CEO”) is its CODM. The Company reassesses its operating segments when facts and circumstances suggest that there may have been a change in the way that the Company is managed.

Historically, the Company has managed its business astwo operating and reportable segments: proteomics and genomics. Subsequent to the completion of the merger (the “Merger”) with SomaLogic on January 5, 2024, the CODM continued managing the business as proteomics and genomics segments, with SomaLogic attributed to the proteomics segment. During the first quarter of 2025, after the full integration of SomaLogic and assessment of 2024 results, the CODM evaluated how the fully integrated, combined company should be managed. Subsequently, the CODM began managing the business on a consolidated basis, as a multi-omics company. Therefore, the Company reassessed its operating and reportable segments, concluding that it has one operating and reportable segment: the consolidated company.

The segment information presented reflects the Company's continuing operations and excludes discontinued operations. Due to the resegmentation that was implemented in the first quarter of fiscal year 2025, prior period segment results have been recast to conform to the current segment presentation. See Note 14, Segment Reporting, for more information on the new reportable segment.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations("ASC 805"). Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. When the fair value of net assets acquired and liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of acquisition. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. Transaction costs, including legal, accounting, and integration expenses, are expensed as incurred and are included in operating expenses in the Company's consolidated statements of operations.

Foreign Currency

Assets and liabilities of foreign subsidiaries that use their local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit).

Revenue Recognition

Revenues are recognized when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the products or services (the "transaction price"). Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

The Company's contracts with customers typically include multiple distinct products and services, and the Company allocates transaction price to these performance obligations based on their relative standalone selling prices ("SSP"). The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. SSPs are generally determined using observable data from recent transactions. In cases where sufficient data is not available, the Company estimates a product’s SSP using a cost plus a margin approach.

Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less.

Product Revenue

The Company generates product revenue from the sale of instruments and consumables. The Company generally recognizes product revenue at the point in time when control of the goods passes to the customer, and the Company has an enforceable right to payment. This generally occurs either when the product is shipped from one of the Company's facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment or in advance of service and become due in 30 to 90 days.

The Company sometimes performs shipping and handling activities after control of the product passes to the customer. The Company has made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations.

Services Revenue

The Company generates services revenue primarily from the sale of field services, which includes revenue from instrument service and support contracts. Revenue associated with these arrangements is recognized over time using a time-elapsed measure of progress, resulting in straight-line revenue recognition over the term of the agreement, which is generallyone tofour years. The Company measures progress using a time-elapsed measure of progress as the Company stands ready to provide service on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments collected in advance of service are reported on the Company's consolidated balance sheets as deferred revenue.

Other Revenue

Other revenue consists of license and royalty revenue and grant revenue. The Company recognizes revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied.

The Company receives grants from various entities to perform research and development activities over contractually defined periods. Grant revenue is not accounted for under ASC 606, as the grant agreement is not with a customer. As there is no authoritative GAAP guidance for grants awarded to for-profit entities, the Company has applied the guidance in ASC 958, Not-for-Profit Entities by analogy. Revenue is generally recognized provided that the conditions under which the grants were provided have been met and any remaining performance obligations are perfunctory.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and are stated at fair value.

Investments

Short-term investments consist of U.S. treasury securities that mature within 12 months and equity securities. Long-term investments consist of U.S. treasury securities with maturities of 12 months or more and a convertible note receivable.

Marketable Debt Securities

The Company classifies its U.S. treasury securities as available-for-sale and reports them at fair value on the consolidated balance sheets. Realized gains and losses, amortization of premiums and accretion of discounts, and interest earned on available-for-sale securities are included in interest income in the consolidated statements of operations. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date.

At each reporting date, the Company reviews available-for-sale marketable debt securities in an unrealized loss position to determine whether an allowance for credit loss is required. Specifically, the Company evaluates (i) whether it intends to sell the securities or (ii) whether it is more likely than not that it will be required to sell the securities before recovery of their amortized cost bases. If the aforementioned criteria is met, such marketable debt security's amortized cost basis will be written down to its fair value through earnings along with any existing allowance for credit losses. For available-for-sale securities in an unrealized loss position that do not meet this criteria, the Company will evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the severity of the impairment, any changes in interest rates, underlying credit ratings, and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income and other, net in the consolidated statements of operations. The Company's debt security investments are in U.S. treasury securities issued by the U.S. government and as such have a low level of inherent risk; generally any changes in their value are attributable to changes in interest rates and market liquidity. The Company hasnot recognized any impairment or credit losses related to its debt security investments during the periods presented.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors and unrealized gains are recognized in accumulated other comprehensive loss as a separate component of stockholders' equity.

The Company excludes accrued interest from the fair value and amortized cost basis of its U.S. treasury securities.

Equity Securities

The Company's equity securities are measured at fair value, with changes in fair value recognized in other income (expense), net in the consolidated statements of operations. The Company classifies equity securities as current assets when they are expected to be sold and the proceeds realized in cash within one year of the balance sheet date. Equity securities not expected to be sold within that period are classified as noncurrent. Securities subject to sale restrictions (if any) are classified consistent with the period over which the restrictions lapse.

Convertible Note Receivable

In December 2025, the Company invested $5.0 million in unsecured convertible loan notes issued by a privately-held life sciences company. The notes bear interest at 8% per annum, mature in December 2027, and are subordinated to the issuer's senior indebtedness. The notes automatically convert into equity upon a qualified financing of at least $20 million or an initial public offering with gross proceeds of at least $100 million, in each case at a 20% discount to the applicable offering price. At maturity, any outstanding principal and accrued interest automatically convert into preferred shares at a conversion price based on a valuation cap of eight times the issuer's trailing 12-month revenue. The notes represent a debt instrument (note receivable) with embedded conversion features and are presented in investments as they were purchased and managed as part of the investment portfolio. The Company elected the fair value option under ASC 825 for this investment to better reflect the economic characteristics of the instrument, including its embedded conversion features. The notes are measured at fair value, with changes in fair value recognized in other income (expense), net in the consolidated statements of operations. The Company invested in the notes alongside a fund affiliated with a member of the Company's Board of Directors, on the same terms and conditions. See Note 16, Related Parties, for more information.

Accounts Receivable, net

Accounts receivable consist of trade receivables and are recorded at invoiced amounts, and are presented net of an allowance for expected credit losses. We are exposed to credit losses primarily through sales of products and services. The estimation of the allowance for expected credit losses is based on historical loss experience, the current aging status of receivables, current and estimated future economic and market conditions, and specific customer accounts considered to be at risk or uncollectible. Credit quality is monitored through the timing of payments compared to the prescribed payment terms and known facts regarding financial condition of the customer. The Company writes off accounts receivable against the allowance for expected credit losses when the Company determines the balance is uncollectible and ceases collection efforts. The Company did not write off any material accounts receivable during the periods presented.

Concentrations of Business and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, short-term investments, and accounts receivable. The Company's cash, cash equivalents, and short-term investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and short-term investments are financial instruments that potentially subject the Company to concentrations of risk. The goals of the Company's investment policy, in order of priority, are to: preserve capital, meet liquidity needs, and optimize returns. For these reasons, management believes that the Company is not exposed to significant credit risk.

The Company generally does not require collateral to support credit sales. To reduce credit risk, the Company performs credit evaluations of its customers.

The Company's products include components that are currently procured from a single source or a limited number of sources. The Company believes that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, the Company attempts to maintain an adequate supply of critical limited-source components.

Inventory

Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The Company regularly reviews inventory to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value. The Company records a charge to cost of revenue for such inventory as appropriate.

Property and Equipment, net

Property and equipment are recorded at cost and stated net of accumulated depreciation and amortization. The cost of additions and improvements that extend the useful lives of the assets are capitalized, while expenditures for routine repairs and maintenance are expensed as incurred.

Costs associated with internal-use software are capitalized during the application development stage. These costs relate to activities such as software design, configuration, coding, and testing. Once the software is complete, costs associated with subsequent additions, modifications, or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and over the shorter of lease term or useful life for leasehold improvements. The estimated useful lives of the Company's property and equipment are as follows:

Leases

The Company determines whether an arrangement contains a lease at inception based on whether it has the right to control the asset identified in the contract during the contract period.

Operating lease right-of-use ("ROU") assets represents the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. Leases with a term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statements of operations. Because most of the Company's leases do not provide a readily determinable implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset is also adjusted with any lease payments made or accrued and excludes any remaining lease incentives. Additionally, the balance of ROU assets is also adjusted for the unamortized balance of asset or liability recognized in business combinations relating to favorable or unfavorable lease terms. Lease terms may include options to extend or terminate the lease when management believes it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are generally accounted for separately.

The Company has elected not to separate lease and non-lease components for the Company's building leases. The non-lease components are generally variable in nature and are expected to represent most of the Company's variable lease costs. Variable costs are expensed as incurred. The Company uses a portfolio approach for its vehicle leases by country.

Goodwill

Goodwill represents the excess of the purchase price from business combinations over the fair value of the net assets acquired. Goodwill is not amortized but rather tested for impairment at a reporting unit level at least annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that it may be impaired.

The Company performs impairment testing by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative test is performed. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss would be recorded equal to the excess of the carrying amount over the fair value, limited to the carrying value of goodwill.

In connection with the classification of the SomaScan Business as discontinued operations during 2025, the Company allocated $111.9 million of goodwill, representing the entirety of the Company's goodwill balance, to the disposal group based on the relative fair values of the disposal group and the remaining business in accordance with ASC 350-20. As a result, there wasno goodwill attributable to continuing operations as of December 31, 2025 or 2024. The sale of the SomaScan Business to Illumina closed on January 30, 2026, and upon closing, the allocated goodwill was derecognized as part of the Transaction. There wereno goodwill impairment losses recorded in any period presented.

Impairment of Long-Lived Assets

The Company evaluates property and equipment, ROU assets, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows that the asset or asset group is expected to generate. If assets are determined to be impaired, the impairment loss to be recognized equals the amount that the carrying value of the asset or asset group exceeds its fair value. The Company didnot record any impairment losses during the years ended December 31, 2025 and 2024.

Fair Value Measurements

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. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 - Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements.

Restructuring and related charges include employee separation costs, contract termination costs, and other costs associated with implementing restructuring plans including costs associated with leased facilities (net of sublease income, if applicable) that the Company has vacated as part of a restructuring plan. Employee separation costs principally consist of one-time termination benefits and contractual termination benefits for severance, other termination benefit costs, and stock-based compensation expense for the acceleration of equity awards.

The Company records restructuring charges based on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. The Company accounts for ongoing benefit arrangements, such as those documented by employment agreements, in accordance with ASC 712, Compensation - Nonretirement Postemployment Benefits("ASC 712"). Under ASC 712, liabilities for post-employment benefits are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations. One-time termination benefits expenses are recorded at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred.

Deferred Grant Income

Proceeds from the Company's contract with the National Institutes of Health (the "NIH") have been principally recorded as capital expenditures and to offset applicable operating costs. The non-operating income recognized from the grant proceeds received in excess of the amounts spent for capital expenditures and operating expenses is reflected on the consolidated statements of operations as surplus funding from the NIH contract. The NIH contract met the definition of grants related to assets as the primary purpose for the payments was to fund the purchase and construction of capital assets to scale up production capacity. The Company analogized to International Accounting Standards (IAS) 20 and elected to record the grants received as deferred income. Deferred grant income related to production capacity expansion is being amortized for the related assets as a reduction of depreciation expense.

Treasury Stock

The Company uses the cost method to account for the repurchases of its common stock in accordance with ASC 505-30, Equity-Treasury Stock. The direct costs associated with settled share repurchases, including trading commissions, are reported as treasury stock in the shareholders’ equity (deficit) section of the Company's consolidated balance sheets.

The Company recognizes research and development ("R&D") expenses in the period incurred. Research and development expenses generally consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses.

Advertising Costs

The Company expenses advertising costs as incurred. The Company incurred advertising costs of $2.2 million, $2.6 million, and $2.0 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-Based Compensation

The Company incurs stock-based compensation expense related to its equity awards granted under its stock-based compensation plans. These awards include stock options and restricted share units ("RSUs"). Stock-based compensation expense for service-based awards is recognized by amortizing the fair value of each award over the requisite service period on a straight-line basis. The fair value of each service-based RSU award is measured based on the closing market price per share of the Company's common stock on the grant date.

The fair value of options and stock purchases under the 2017 Employee Stock Purchase Plan (the "ESPP") on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including expected term, volatility, risk-free interest rate and the fair value of the Company's common stock. These assumptions generally require judgment. The Company determines the expected volatility based on the Company's historical stock price volatility generally commensurate with the estimated expected term of the stock awards. The expected term of an award is based on historical forfeiture experience, exercise activity, and the terms and conditions of the stock awards. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each grant’s expected term. The Company accounts for forfeitures as they occur.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans and estimates. Should the actual amounts differ from the Company's estimates, the amount of the valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the Company's tax provision in a period in which such estimates are changed, which in turn would affect net income or loss.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in the income tax provision.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on the Company's short-term investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss.

Recent Accounting Changes and Accounting Pronouncements

Adoption of New Accounting Guidance

From time to time, new accounting standards are issued by the Financial Accounting Standards Board or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard became effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 in this Annual Report on Form 10-K on a retrospective basis and included the additional income tax disclosures as a result of the adoption. The adoption of this standard didnot have a material impact on the Company's financial position or results of operations. See Note 13, Income Taxes for details.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the face of the income statement into specific categories. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The new standard modernizes the recognition and disclosure framework for capitalized internal-use software costs, removing the previous "development" stage model and introducing a judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied using a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. The new standard provides guidance on the recognition, measurement, and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, with early adoption permitted, and may be applied using a modified prospective, modified retrospective or full retrospective transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

3. Business Combinations

SomaLogic

On January 5, 2024 (the “Closing Date”), the Company completed the Merger with SomaLogic, whereby SomaLogic and its subsidiaries became wholly owned subsidiaries of Standard BioTools. Upon completion of the Merger, each share of SomaLogic common stock was exchanged for 1.11 shares of the Company's common stock. The fair value of the consideration transferred in connection with the Merger was $444.2 million. As a result of the Merger, the Company recognized a gain on bargain purchase of $25.2 million. The purchase accounting for the Merger was finalized as of December 31, 2024, and no measurement period adjustments were recorded subsequent to the Closing Date.

Sengenics

On November 21, 2024, the Company acquired 100% of the equity interests in Sengenics for a total purchase price of $13.7 million.

The assets and liabilities of SomaLogic and Sengenics, or the SomaScan Business, have been classified as held-for-sale in the consolidated balance sheets, and the results of operations for the SomaScan Business have been classified as discontinued operations in the consolidated statements of operations, for all periods presented. Refer to Note 4, Discontinued Operations for additional details.

4. Discontinued Operations

As described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies, on June 22, 2025, the Company entered into the Purchase Agreement with Illumina for the divestiture of the SomaScan Business. On January 30, 2026, the Company completed the sale of the Disposed Entities to Illumina pursuant to the Purchase Agreement. The Disposed Entities comprised the Company’s SomaScan Business, including its SomaScan assay platform and related products and services. The Company retained its mass cytometry and microfluidics businesses, which were not part of the Transaction.

SomaLogic had previously entered into a collaboration agreement with Illumina in December 2021 for the joint development and commercialization of co-branded kits combining Illumina’s Next Generation Sequencing technology with SomaScan technology (as subsequently amended, the “Collaboration Agreement”). Additionally, on June 22, 2025, SomaLogic and Illumina executed an amendment to the Collaboration Agreement that provided additional non-exclusive, royalty-free licenses to certain intellectual property. The amendment did not impact the transaction price, performance obligations, or timing of revenue recognition under ASC 606. As a result of the closing of the Transaction, the Company no longer has any subsidiary that is a party to the Collaboration Agreement, and neither the Company nor any of its subsidiaries will be entitled to any royalties or other payments under the Collaboration Agreement.

The first commercial sale of the co-branded kits occurred in September 2025. Since commercialization, the Company has recognized $3.8 million in revenue under the Collaboration Agreement, including $0.7 million released from deferred revenue previously established, described further below. Concurrent with this commercialization, the Company updated its forecast for future sales under the Collaboration Agreement, resulting in a decrease to the transaction price from $158.4 million to $155.4 million, primarily due to a decrease in forecasted royalties from 2025 sales.

At closing of the Transaction, the Company received net cash consideration of $345.3 million and recognized $25.0 million of contingent consideration based on the achievement of specified revenue thresholds during fiscal year 2025, for total net consideration of $370.3 million. The total consideration is subject to customary post-closing adjustments for working capital. In addition, the Company is eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026. The Company will recognize the contingent consideration as it is realized.

The Company expects to recognize a pre-tax gain on the sale to be calculated as the excess of the fair value of consideration received and the receivable over the carrying value of the net assets of the Disposed Entities, including allocated goodwill. The gain will be recognized in the first quarter of 2026 and reflected in income from discontinued operations, net of tax.

In connection with the closing of the Transaction, the Company and Illumina also entered into (i) a royalty agreement, pursuant to which the Company is entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to the Company for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays, and (iii) a royalty agreement, pursuant to which the Company is entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates are low- to mid-single digit percentages..

The results of operations of the Disposed Entities are reported as discontinued operations for all periods presented. The following tables summarize the financial results of the discontinued operations:

(1)

During the year ended December 31, 2025, the Company recognized revenue of $3.8 million related to the transaction price under the Collaboration Agreement with Illumina, which primarily reflects Illumina's initial exercise of its material right to be provided with SOMAmer reagents for commercialization of the co-branded kits. The Company has classified the $3.8 million within discontinued operations consistent with the treatment of all SomaScan Business-related activities. Out of the $3.8 million recognized, $0.7 million was released from the deferred revenue balance previously established under the Collaboration Agreement. See footnote 2 under the table below for more information related to the deferred revenue.

(2)

Transaction expenses relate directly to costs attributable to the sale of the SomaScan Business.

Details of assets and liabilities held for sale included in the consolidated balance sheets are as follows:

(1)

In connection with the classification of the SomaScan Business as discontinued operations, the Company allocated $111.9 million of goodwill, representing 100% of the Company's total goodwill, to the discontinued operations. The allocation was determined based on the relative fair values of the disposal group and the remaining business, consistent with guidance in ASC 350-20.

The fair value of the disposal group was determined based on the agreed-upon sale proceeds of $350.0 million plus the estimated fair value of contingent consideration totaling $396.9 million, which represented the probability-weighted estimate as of the June 22, 2025 allocation date. The fair value of the contingent consideration was estimated using a Monte Carlo simulation model that incorporated probability-weighted scenarios based on the underlying performance metrics and payment terms. The goodwill allocation is based on estimates as of the allocation date and, in accordance with ASC 350-20, is not subsequently adjusted for changes in the fair value of consideration or other inputs. The fair value of the remaining business was determined using the Company's market capitalization, adjusted for cash and cash equivalents and short-term investments, as of June 22, 2025, which is supported by Level 1 inputs under the fair value hierarchy in ASC 820.

Based on this relative fair value assessment, the disposal group represented more than 100% of the total enterprise value, resulting in the allocation of all goodwill to the discontinued operations. This allocation reflects that the expected transaction proceeds exceed the market's valuation of the Company's total enterprise value, indicating that substantially all of the Company's goodwill should be allocated to the divested business.

As a result of allocating 100% of goodwill to the discontinued operations based on the relative fair value analysis described above, the Company performed an impairment assessment of its remaining long-lived assets in accordance with ASC 360-10-35. The Company conducted a recoverability test by comparing the carrying amount of the remaining long-lived assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the Company’s remaining asset group. Based on this analysis, the undiscounted cash flows from the remaining asset group exceeded the carrying value of its long-lived assets, and accordingly, no impairment charge was recognized during the year ended December 31, 2025.

(2)

As of December 31, 2025 and 2024, $29.3 million and $30.0 million, respectively, of deferred revenue related to the Collaboration Agreement was not included in the disposal group held for sale as SomaLogic's obligation to provide SOMAmer reagents under the Collaboration Agreement will be transferred to Illumina upon closing of the Transaction. Upon closing of the Transaction on January 30, 2026, Illumina assumed the Collaboration Agreement, eliminating the Company's remaining performance obligations thereunder and triggering recognition of the remaining deferred revenue balance. This revenue will be presented within discontinued operations in the Company's interim financial statements for the three months ending March 31, 2026. See footnote 1 under the table above for more details about the deferred revenue related to the Collaboration Agreement.

Details of non-cash operating expenses and capital expenditures of the discontinued operations are as follows:

5. Revenue and Geographic Area

Disaggregation of Revenue by Product Type and Geographic Area

The following tables present the Company's revenue for the years ended December 31, 2025, 2024, and 2023, respectively, based on product type and the geographic location of customers’ facilities (in thousands):

Revenue from customers in the United States represented $28.4 million, or 33%, of total revenues for the year ended December 31, 2025, $35.4 million, or 39%, of total revenues for the year ended December 31, 2024, and $44.1 million, or 41%, of total revenues for the year ended December 31, 2023.

Revenue from customers in China represented $10.9 million, or 13%, of total revenues for the year ended December 31, 2025,11% of total revenues for the year ended December 31, 2024, and 15% of total revenues for the year ended December 31, 2023. Revenue from customers in Sweden represented $8.6 million, or 10% of total revenue for the year ended December 31, 2025,10% of total revenues for the year ended December 31, 2024, and 6% of total revenues for the year ended December 31, 2023.With the exceptions of China and Sweden, no foreign country or jurisdiction had revenue in excess of 10% of the Company's total revenue during the years ended December 31, 2025, 2024, and 2023.

One genomics customer accounted for 12%,12%, and 10% of the Company's total revenue for the years ended December 31, 2025, 2024, and 2023, respectively, and 7% and 10% of outstanding net trade receivables at December 31, 2025 and 2024, respectively. No other customer represented more than 10% of the Company's total revenue for the fiscal years ended December 31, 2025, 2024, and 2023. Revenue from the Company's five largest customers represented 26% of total revenue for the year ended December 31, 2025,20% of total revenue for the year ended December 31, 2024, and 24% of total revenue for the year ended December 31, 2023.

Unfulfilled Performance Obligations

A summary of the change in deferred revenue is as follows (in thousands):

The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of December 31, 2025 in the following periods (in thousands):

(1)

Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in the Company's consolidated financial statements and are subject to change if the Company's customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins.

The Company also has unsatisfied performance obligations for service contracts with an expected term of one year or less not included in the amounts above.

Long-lived Assets by Geographical Area

The Company had long-lived assets consisting of property and equipment, net of accumulated depreciation, and operating lease ROU assets, net of accumulated amortization, in the following geographic areas for each year presented (in thousands):

6. Balance Sheet Details

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):

Restricted cash of $2.4 million and $2.1 million is included in other non-current assets on the consolidated balance sheets as of December 31, 2025 and 2024.

Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

Inventory

Inventory consisted of the following (in thousands):

The Company recorded charges for excess and obsolete inventory of $1.8 million, $2.2 million, and $1.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Property and Equipment, net

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

Depreciation and amortization expense related to property and equipment was $6.9 million, $3.8 million, and $3.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Accrued Liabilities

Accrued liabilities, which are included in current liabilities on the consolidated balance sheets consisted of the following (in thousands):

Deferred Grant Income

In September 2020, the Company executed a contract with the NIH under the NIH’s Rapid Acceleration of Diagnostics program to support the expansion of the Company’s production capacity for its COVID-19 test products. Under the now-completed contract, the Company received $34.0 million of funding from the NIH and used $22.2 million on capital expenditures for its Singapore manufacturing facility. The amortization of the deferred income, which is offset against depreciation, was $3.4 million, $3.6 million, and $3.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Cumulative amounts applied against depreciation expense for these assets placed in service were $14.8 million and $11.4 million as of December 31, 2025 and 2024, respectively, and the carrying values of these assets were $7.3 million and $10.8 million, respectively, as of these same dates.

The current portion of deferred grant income on the Company’s consolidated balance sheets represents amounts expected to be offset against depreciation expense over the next 12 months. The non-current portion of deferred grant income includes amounts expected to be offset against depreciation expense in later periods.

7. Leases

The Company has operating leases for buildings, equipment and vehicles. Existing leases have remaining terms ranging from less thanone year to approximatelyten years and may include options to extend or terminate. Renewal options typically range fromone tofive years.

In December 2025, the Company extended the lease for one of its facilities in Ontario, Canada, comprising office and warehouse space. The original lease was set to expire on March 31, 2026 and was extended through March 31, 2036. Upon extending the lease, the Company increased its right-of-use asset by approximately $4.6 million and corresponding lease liabilities by approximately $4.6 million, of which approximately $0.3 million was classified as current and $4.3 million as non-current. The lease is classified as an operating lease.

As described in Note 15 Restructuring and Related Charges, the Company transferred its corporate headquarters to Boston, Massachusetts and vacated its SSF office on December 31, 2025. Prior to this, the Company utilized one floor for corporate operations and included all related expense in selling, general, and administrative expense on the Company's consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023.

In connection with the 2022 restructuring plan, the Company entered into agreements to sublease two floors of its SSF lease. As of December 31, 2025, the Company expects to recognize approximately $6.4 million of sublease income over the remaining 52 months of the sublease terms. The related rent expense, net of sublease income, is reported within restructuring and related charges in the consolidated statements of operations. The Company no longer occupies any portion of the SSF lease and is currently evaluating sublease opportunities for the remaining unoccupied floors.

Lease Costs

Lease costs for operating leases are recognized on a straight-line basis over the lease term. The total lease cost for the period, including the Company's historical leases and those assumed in connection with the Merger, was as follows (in thousands):

Lease Maturities

Future minimum lease payments and sublease income as of December 31, 2025 under commenced non-cancelable operating leases are as follows (in thousands):

Supplemental Lease Information

Supplemental information related to the Company's operating leases was as follows:

8. Commitments and Contingencies

Other Commitments

The Company has entered into several license and patent agreements. Under these agreements, the Company pays annual license maintenance fees, non-refundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. Future payments related to these license agreements are indeterminable. The Company does not expect the license payments to be material in any particular year.

Indemnification

From time to time, the Company has entered into agreements in the ordinary course of business, with certain business partners, customers and suppliers, that contain indemnification provisions. Pursuant to these agreements, the Company may indemnify, hold harmless and reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to the Company’s products. The term of the indemnification provisions within these agreements is generally perpetual from the time of the execution of the respective agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is typically not limited to a specific amount.

In addition, the Company has entered into indemnification agreements with its officers, directors and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding that may arise by reason of their status or service as officers, directors, or employees.

The Company does not have any indemnification liabilities related to these indemnification obligations recorded on its consolidated balance sheet as of December 31, 2025.

From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible loss can be estimated, the Company accrues a liability for the estimated loss. As of December 31, 2025, the Company does not have any material losses accrued on its consolidated balance sheet.

Stockholder Litigation

On December 12, 2023 two separate stockholder complaints were filed in the District of Delaware. The complaints asserted claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act for allegedly causing the filing with the SEC on November 14, 2023 of a materially deficient registration statement on Form S-4. Among other remedies, the plaintiffs sought to enjoin a stockholder vote on the proposed Merger. These complaints were voluntarily dismissed. On December 13, 2023, a complaint was filed in the Delaware Court of Chancery (the "Court") against SomaLogic and certain officers and directors alleging Breach of Fiduciary Duty and Aiding and Abetting Breach of Fiduciary Duty. This complaint also sought an injunction postponing the proposed business combination between SomaLogic and the Company, which was denied by the Court on January 4, 2024. An amended complaint was filed on June 20, 2024, containing primarily the same allegations, while removing some of the defendants. The remaining defendants filed a motion to dismiss on July 5, 2024, and served an opening brief on August 19, 2024. The Plaintiffs’ opposition brief was filed on December 2, 2024, and the defendants’ reply brief was filed on March 14, 2025. Oral argument was held on the motion to dismiss on July 10, 2025. On August 7, 2025, the Court issued a bench decision denying the defendants’

motion to dismiss. The Company filed its answer and affirmative defenses to the amended complaint on October 10, 2025. The Court has scheduled a three-day bench trial commencing on March 8, 2027. The parties currently are engaged in discovery. Litigation is inherently uncertain, and there can be no assurance regarding the outcome. Whether or not any plaintiffs’ claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business.

In March 2024, counsel for Shareholder Representative Services LLC (“SRS”), acting as the representative of the securityholders of Palamedrix, Inc. (“Palamedrix”), sent SomaLogic a letter alleging breaches of the Agreement and Plan of Merger, dated July 25, 2022 (the “Palamedrix Merger Agreement”), relating to milestone payments. SomaLogic disputed these allegations and issued SRS with a Milestone Abandonment Notice.

On July 2, 2025 SRS filed suit against SomaLogic in the Court (the “SRS Chancery Action”), asserting that SomaLogic breached the Palamedrix Merger Agreement – pursuant to which Palamedrix was merged into SomaLogic – by failing to continue investing in the development of certain Palamedrix technology. SRS claims that, had the technology been successfully developed and commercialized, SomaLogic would have been required to pay up to $17.5 million inthree sales-based milestone payments.

On August 4, 2025, SomaLogic moved to compel arbitration and/or dismiss the SRS Chancery Action in favor of the dispute resolution procedure for milestone disputes specified in the Palamedrix Merger Agreement. The Court denied the motion, and the matter will continue in the Court. The case will now advance into the discovery phase. Litigation is inherently uncertain, and there can be no assurance regarding the outcome. Whether or not any SRS's claim is successful, this type of litigation may lead to significant costs and divert management's attention and resources, which could adversely affect the Company’s business operations.

Additional lawsuits against us and certain of our officers or directors may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, we will not necessarily announce such additional filings.

In the normal course of business, the Company is from time to time involved in legal proceedings or potential legal proceedings, including matters involving employment, intellectual property, or others. Although the results of litigation and claims cannot be predicted with certainty, management currently believes that the final outcome of any currently pending matters would not have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.

9. Fair Value of Financial Instruments

Fair Value of Financial Instruments

The following tables summarize the Company's assets measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2025 (in thousands):

The Company's U.S. treasury securities are classified as Level 2 because they are measured with inputs that are either directly or indirectly observable for the asset which include quoted prices for similar assets in active markets and quoted prices for identical or similar assets in markets that are not active.

In December 2025, the Company invested $5.0 million in convertible notes issued by a privately-held company, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2024 (in thousands):

There were no transfers within the hierarchy and no changes in the valuation techniques used during the year ended December 31, 2025.

The following table summarizes available-for-sale-securities (in thousands):

As of December 31, 2025, none of the available-for-sale securities held have been in an unrealized loss position for greater than 12 months. The Company doesnot intend to sell these investments and it is not likely that the Company will be required to sell these investments before recovery of their amortized cost basis. No allowance for credit losses was recorded.

10. Shareholders' Equity (Deficit)

2024 Stock Repurchase Program

On February 6, 2024, the Board of Directors authorized a share repurchase program (the "2024 Share Repurchase Program") pursuant to which the Company may repurchase up to $50.0 million of shares of its common stock in the open market, in one or more Rule 10b5-1 trading plans, or in negotiated transactions through March 1, 2026. The repurchases are contingent upon favorable market and business conditions and are funded by cash on hand. The program does not obligate the Company to acquire any specific number of shares. During the year ended December 31, 2025, the Company didnot repurchase any shares of its common stock under the 2024 Share Repurchase Program.

Common Shares Reserved

As of December 31, 2025, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands):

11. Stock-based Compensation

Equity Compensation Plans

2011 Equity Incentive Plan

In January 2011, the Board of Directors adopted the 2011 Equity Incentive Plan ("2011 Plan") under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, performance stock units ("PSUs"), and performance shares may be granted to its employees, directors, and consultants. The 2011 Plan has been subsequently amended to, among other things, increase the shares of common stock available for issuance thereunder over time.

2022 Inducement Equity Incentive Plan

In April 2022, the Board of Directors adopted the 2022 Inducement Plan and reserved 9.5 million shares of common stock for the issuance of equity-based awards, including non-statutory stock options, RSUs, restricted stock, stock appreciation rights, performance shares and PSUs. In accordance with Nasdaq listing rules, equity awards issued under the 2022 Inducement Plan are restricted to individuals who are not already employees or directors of the Company. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the 2011 Plan.

The Board of Directors sets the terms, conditions, and restrictions related to the grant of stock options, RSUs and performance-based awards under its stock-based plans, as well as employee participation in the ESPP. The Board of Directors determines the number of awards to grant and also sets vesting criteria. In general, RSUs vest on a quarterly basis over a period offour years from the date of grant at a rate of 25% on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably over 16 quarters, subject to the employees’ continued employment. The Company may grant RSUs with different vesting terms from time to time. Stock options granted under the Company's 2022 Inducement Plan and 2011 Plan have a term of no more thanten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. The Company may grant options with different vesting terms from time to time. For performance-based share awards, the Board of Directors sets the performance objectives and other vesting provisions in determiningthe number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved.

SomaLogic Equity Incentive Plans

Upon completion of the Merger, the Company assumed SomaLogic's stock incentive plans.

Restricted Stock Units

As of December 31, 2025, the unrecognized stock-based compensation expense related to outstanding unvested RSUs under the Company’s equity incentive plans was $25.6 million. The Company expects to recognize the expense over a weighted-average period of 2.6 years.

Stock Options

(1)

Aggregate intrinsic value as of December 31, 2025 was calculated as the difference between the closing price per share of the Company’s common stock on The Nasdaq Global Select Market on December 31, 2025, which was $1.28, and the exercise price of the options, multiplied by the number of in-the-money options.

The total intrinsic value of options exercised was $0.1 million, $0.6 million, and immaterial during the years ended December 31, 2025, 2024, and 2023, respectively. The total intrinsic value of options vested was $0.2 million, immaterial, and $0.1 million during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, the unrecognized stock-based compensation expense related to outstanding unvested options under the Company’s equity incentive plans was $10.4 million. The Company expects to recognize the expense over a weighted-average period of 2.2 years.

The weighted average assumptions used to estimate the fair value of options granted were as follows:

Expected Term—The expected term of options granted represents the period of time that the options are expected to be outstanding and is derived by analyzing historical exercise behavior.

Expected Volatility—The estimated volatility was based on the historical volatility of the common stock of the Company.

Risk-Free Interest Rate—The risk-free interest rate is the implied yield in effect at the time of the option grant based on U.S. Treasury securities with contract maturities similar to the expected term of the Company’s stock options.

Dividend Rate—The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.

Stock-based Compensation Expense

Stock-based compensation expense is reported in the Company's consolidated statements of operations as follows (in thousands):

12. Net Loss Per Share

The Company’s basic and diluted net loss per share is calculated by dividing net loss less any redemption or induced conversion on the Series B Preferred Stock by the weighted-average number of shares of common stock outstanding for the period. RSUs, PSUs, options to purchase the Company’s common stock, restricted stock, ESPP shares pending issuance, Series B Preferred Stock and Convertible Notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.

As described above, on March 18, 2024, the Company consummated the Exchange in which all outstanding Series B Preferred Stock were exchanged for an aggregate of 92,930,553 shares of the Company's common stock. This transaction was determined to be an induced conversion due a reduction in the original conversion price. The excess of the fair value of the common stock issued over the fair value of shares issuable under original terms represents an in-substance distribution to the Investors, and was included as a reduction to the numerator in calculating earnings per share.

Computation of net loss per share for the years ended December 31, 2025, 2024, and 2023, was as follows (in thousands, except per share data):

The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):

13. Income Taxes

The following table presents the components of the Company's consolidated loss from continuing operations before taxes for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Significant components of the Company's benefit (provision) for income taxes are as follows (in thousands):

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements To Income Tax Disclosures which is a required update for public business entities for annual periods that begin after December 15, 2024. The Company has adopted this standard on a retrospective basis beginning with the year ended December 31, 2023. The following table presents the required disclosures pursuant to ASU 2023-09 and reconciles the U.S. federal statutory income tax amount to the global effective amount (in thousands, except for percentages):

(1) The state and local jurisdiction that contributes to the majority (greater than 50%) of the tax effect in this category is California.

Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands):

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. An ownership change occurred on April 4, 2022 and March 17, 2024 due to the issuance and conversion of preferred equity. As a result of these ownership changes, a portion of net operating loss (NOL) carryforwards and R&D credits may expire unutilized. There was no ownership change for IRC Section 382 purposes during the 2025 calendar year. Subsequent ownership changes may further affect the limitation in future years.

The Company establishes a valuation allowance for deferred tax assets if the Company determines it is more likely than not the related tax benefit will not be realized. The Company relies on several factors when assessing the realizability of deferred tax assets, including historical financial results, the Company's ability to recover net operating loss carry-forwards, the projected future operating results, and the Company's ability to use tax planning strategies.

The valuation allowances of $289.4 million and $304.4 million as of December 31, 2025 and 2024, respectively, primarily relate to temporary tax differences, net operating losses and research and development credits generated in the current and prior years. The valuation allowance decreased by $15.0 million during 2025 and increased by $180.3 million during 2024. The change in valuation allowance during 2025 is due to the partial release of valuation allowance of $38.4 million on NOL carryforwards (made up of $33.8 million Federal, $4.6 million State respectively). Based on an analysis of all available evidence, particularly the expected gain on disposal of the Sengenics and Somalogic business assets in the first quarter of 2026, the Company determined that it is more likely than not that this portion of the deferred tax assets will be realized. However,the Company believes it is more likely than not that the deferred tax assets relating to temporary differences, net operating losses, research and development credits, and capitalized R&D costs in excess of the expected future gain are not realizable. As such, valuation allowances have been applied against the deferred tax assets relating to jurisdictions of the U.S. federal and state, Canada, Netherlands, Malaysia, France, Italy and the United Kingdom.

A reconciliation of the beginning and ending amounts of the valuation allowance for the years ended December 31, 2025, 2024 and 2023, is as follows (in thousands):

As of December 31, 2025, the Company has net operating loss carryforwards for U.S. federal income tax purposes of $1,017.2 million, which begin to expire in 2026, and U.S. federal research and development tax credits of $4.4 million, which begin to expire in 2044. As of December 31, 2025, the Company had net operating loss carryforwards for state income tax purposes of $790.8 million which expire in the year beginning 2026, and California research and development tax credits of $14.0 million, which do not expire. As of December 31, 2025, we had foreign net loss carryforwards of $94.6 million, which will begin to expire in 2028, and Canada investment tax credit carryforwards of $8.0 million, which begin to expire in 2036.

The aggregate changes in the balance of the Company's gross unrecognized tax benefits during 2025, 2024, and 2023, were as follows (in thousands):

As of December 31, 2025, there wereno unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The Company does not anticipate that existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits were included in the income tax provision. The amount was immaterial as of December 31, 2025, 2024, and 2023.

The Company files income tax returns in the United States, its various states, and in certain foreign jurisdictions. As a consequence of having net operating loss carryforwards, all tax years are open to federal and state examination in the United States. The Company is currently under examination by the Canada Revenue Agency (CRA) for 2022 and 2023. As of December 31, 2025, tax years from 2019 are open to examination in various foreign countries.

14. Segment Reporting

As discussed in Note 2, Summary of Significant Accounting Policies, the Company reassessed its operating and reportable segments during the first quarter of 2025. As of December 31, 2025, the Company hasone operating and reportable segment.

The CODM utilizes the Company's annual operating plan, primarily consisting of an annual financial forecast, as a key input to resource allocation. The CODM makes decisions on resource allocation and assesses performance of the business using net loss.

The significant expenses within net loss that are regularly provided to the CODM include cost of revenue and operating expenses. Operating expenses consists of four main subcategories: research and development; selling, general and administrative; transaction and integration; and restructuring and related charges. All significant expense categories and subcategories are reported on the consolidated statements of operations. Other segment items within net loss include the following:

•

Depreciation and amortization expense, which is separately presented on the consolidated statements of cash flows

•

Change in fair value of contingent consideration, which is separately presented on the consolidated statements of cash flows

•

Bargain purchase gain, which is separately presented on the consolidated statements of operations

•

Interest income and interest expense, which are separately presented on the consolidated statements of operations

See Note 5, Revenue and Geographic Area, for the Company's revenue by geography.

15. Restructuring and Related Charges

On August 28, 2025, the Company determined to consolidate its SSF-based R&D capabilities into its Singapore facility to co-locate with its manufacturing operations and implemented a reduction in force of certain U.S. employees in the Company's R&D function, including members of its management team. As part of this consolidation, the Company transferred its headquarters to Boston, Massachusetts and vacated its SSF office on December 31, 2025.

On September 13, 2025, the Company commenced an additional restructuring plan, including an additional reduction in force to align operating costs with revenue projections for its continuing operations.

Both restructuring actions are designed to improve operational efficiency while supporting the execution of the Company's long-term strategic plan. When combined, the reductions-in-force impacted approximately 20% of the Company’s total global workforce.

One-time termination benefits were recorded pursuant to ASC 420, Exit or Disposal Cost Obligations, while termination benefits under ongoing benefit arrangements were recorded pursuant to ASC 712, Compensation - Nonretirement Postemployment Benefits.

During the year ended December 31, 2025, the Company recognized restructuring charges of approximately $11.3 million resulting from the reductions-in-force described above, and $3.5 million of facility-related costs resulting from the Company's 2022 restructuring plan. The Company anticipates ongoing similar restructuring expenses until the related lease expires.

For the years ended December 31, 2024 and 2023, the Company recognized restructuring and related charges of $12.5 million and $7.1 million, respectively, related to restructuring plans implemented in 2024 and 2022 to improve the Company's operational efficiency.

The Company also continues to recognize ongoing restructuring charges from its restructuring plans for facility-related costs, which will continue through the termination of the facility leases.

The following table summarizes the change in the Company’s restructuring and other related liabilities for the years ended December 31, 2025, 2024, and 2023 (in thousands):

(1)

Restructuring liabilities are recorded in accrued liabilities on the consolidated balance sheets. Substantially all severance and other employee-related benefits related to ongoing benefit arrangements and were recorded pursuant to ASC 712.

(2)

Other restructuring liabilities are comprised mainly of sublease commissions and are recorded in other accrued liabilities on the consolidated balance sheets.

16. Related Parties

In connection with the Merger, Eli Casdin, a member of the Company’s Board of Directors and the Company’s principal stockholder, and the former principal stockholder of SomaLogic, was issued 3,807 shares of common stock,3,807 RSUs vesting in equal annual installments beginning on March 17, 2024, and 144,088 options in exchange for his shares of SomaLogic Common Stock and SomaLogic equity awards. In addition, Casdin Partners Master Fund, L.P. and Casdin Private Growth Equity Fund, L.P. received 11,246,525 and 2,744,219 shares of common stock, respectively, in exchange for their shares of SomaLogic Common Stock, which shares may be deemed to be indirectly beneficially owned by Mr. Casdin. Additionally, in connection with the Merger, Warrants held by CMLS Holdings II LLC (“CMLS LLC”) converted into the right to receive, upon exercise of such warrants,4,824,802 shares of the Company’s common stock and CMLS LLC also received 7,548,000 shares of common stock in exchange for its SomaLogic Common Stock, all of which may be deemed to be indirectly beneficially owned by Mr. Casdin. In total, Mr. Casdin may be deemed to have beneficially received 26,515,248 shares of common stock in the Merger, including the shares of the Company's common stock issuable upon the vesting of RSUs and exercise of options and warrants.

On March 18, 2024, Casdin and its affiliates entered into the Exchange Agreement with the Company whereby all of the outstanding shares of the Series B-1 Preferred Stock held by Casdin and its affiliates were converted into an aggregate of 46,465,458 shares of the Company's common stock.

In December 2025, the Company invested $5.0 million in unsecured convertible loan notes issued by a privately-held life sciences company. The notes bear interest at 8% per annum, mature in December 2027, and are subordinated to the issuer's senior indebtedness. The notes automatically convert into equity upon a qualified financing of at least $20 million or an initial public offering with gross proceeds of at least $100 million, in each case at a 20% discount to the applicable offering price. At maturity, any outstanding principal and accrued interest automatically convert into preferred shares at a conversion price based on a valuation cap of eight times the issuer's trailing 12-month revenue. The Company invested in the notes alongside a fund associated with Mr. Casdin.

17. 401(k) Plan

The Company sponsors 401(k) savings plans for its employees in the United States that stipulate that eligible employees may elect to contribute to the plan, subject to certain limitations, up to the lesser of 100% of eligible compensation or the maximum amount allowed by the U.S. Internal Revenue Service. Employer matching contributions to the 401(k) plan were $0.6 million, $0.8 million, and $0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

18. Subsequent Events

On January 30, 2026, the Company completed the divestiture of the SomaScan Business to Illumina. pursuant to the Purchase Agreement. See Note 4, Discontinued Operations, for additional information regarding the Transaction, consideration received, expected gain on sale, and ancillary agreements entered into in connection with the closing.

In connection with the closing of the Transaction, all outstanding RSU awards held by employees associated with the discontinued operations were fully accelerated. The Company expects to recognize approximately $4.1 million of stock-based compensation expense related to this acceleration during the first quarter of 2026.