RxSight, Inc.

Note 1 - Organization and Basis of Presentation

Description of Business

RxSight®, Inc. (the “Company”) is a commercial stage technology company dedicated to providing high-quality customized vision to patients following cataract surgery. The Company's proprietary RxSight® Light Adjustable Lens system (“RxSight system”) is the first and only commercially available premium cataract technology that enables doctors to customize and optimize visual acuity for patients after surgery. The RxSight system is comprised of the Company's RxSight Light Adjustable Lens® (LAL®/LAL+®, collectively the “LAL”), RxSight Light Delivery Device (“LDD™”) and related accessories. The LAL is a premium intraocular lens (“IOL”) made from the proprietary silicone-based photosensitive material that undergoes controlled changes in refractive power when exposed to specific ultraviolet (“UV”) light patterns generated by the LDD. The Company's products are approved by the U.S. Food and Drug Administration (“FDA”) primarily for sale in the U.S. and have regulatory approval in several foreign countries. The Company began marketing its products in 2019.

The Company is a Delaware corporation headquartered in Aliso Viejo, California with two wholly owned subsidiaries located in Hong Kong and Amsterdam, Netherlands. RxSight Netherlands has a registered branch in the United Kingdom and a wholly-owned subsidiary located in Germany. The Company is engaged in the research and development, manufacture and sale of light adjustable intraocular lenses used in cataract surgery along with capital equipment used with the lenses.

The accompanying unaudited condensed consolidated financial statements include the accounts of RxSight, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Collaboration Agreement with Alcon Pharmaceuticals, Ltd.

On June 30, 2026 (the “Effective Date”), the Company entered into a License, Collaboration and Development Agreement (the “RxSight-Alcon Collaboration Agreement”) with Alcon Pharmaceuticals, Ltd. (“Alcon”) pursuant to which the Company will collaborate with Alcon to develop and commercialize light-adjustable versions of certain Alcon simultaneous vision intraocular lenses (“SVIOLs”) by incorporating RxSight Light Adjustable Technology™ (the “Collaboration Products”). The Company granted Alcon a non-exclusive, worldwide, royalty-bearing license under its patents, know-how and trademarks that relate to the LAL technology or are otherwise necessary or reasonably useful to exploit the Collaboration Products for Alcon to commercialize the Collaboration Products: and, if applicable, to develop and manufacture the Collaboration Products. Alcon granted the Company a non-exclusive, worldwide, fully paid-up, royalty-free license under patents and know-how controlled by Alcon that relate to Alcon’s existing SVIOLs or are otherwise necessary or reasonably useful to develop and manufacture the Collaboration Products, for the Company to develop and manufacture, and upon the occurrence of certain triggering events, to conduct co-promotion activities for, the Collaboration Products.

Under the RxSight-Alcon Collaboration Agreement, Alcon paid the Company a $60 million upfront cash payment. Upon the completion of feasibility activities and achievement of specified technical criteria for the first Collaboration Product, Alcon has the right, at its option, to make a one-time $70 million milestone payment (the “Feasibility Milestone Payment”) to continue the RxSight-Alcon Collaboration Agreement. If the RxSight-Alcon Collaboration Agreement continues, the Company will be obligated to conduct further development and regulatory activities to obtain regulatory approval of the first Collaboration Product in the U.S., and Alcon is obligated to make a milestone payment of $30 million upon first submission to the FDA for regulatory approval of the first Collaboration Product. Upon regulatory approval of the first Collaboration Product, Alcon has the right, at its option, to make an additional one-time $40 million milestone payment (the “Approval Milestone Payment”) to continue the RxSight-Alcon Collaboration Agreement. In addition, on a Collaboration Product-by-Collaboration Product and country-by-country basis, Alcon will pay the Company royalties of 30% on net sales of all Collaboration Products, subject to certain pre-payment provisions, minimum royalty payments, and customary royalty adjustments. Alcon’s obligation to pay royalties will continue until the termination or expiration of the RxSight-Alcon Collaboration Agreement.

Unless terminated earlier, the RxSight-Alcon Collaboration Agreement will continue until the tenth anniversary of regulatory approval for the first Collaboration Product. The RxSight-Alcon Collaboration Agreement will terminate if Alcon elects to not pay the Feasibility Milestone Payment or the Approval Milestone Payment, but in either case, under certain conditions, the Company is entitled to certain reversionary rights with respect to the Collaboration Products. Either party may terminate the RxSight-Alcon Collaboration Agreement for material safety reasons, the other party’s insolvency or violation of applicable law, or material breach that remains uncured after a notice period.

Basis of Presentation and Principles of Consolidation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The December 31, 2025 balance sheet data was derived from audited financial statements; however, the accompanying notes to the condensed consolidated financial statements do not include all of the annual disclosures required under GAAP and should be read in conjunction with the audited consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 25, 2026. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods.

Operating Segments

The Company determined that it operates and manages its business (including its non-U.S. subsidiaries) in one reportable segment: the research and development, manufacture and sale of light adjustable lenses and related capital equipment. The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company’s chief operating decision-maker (“CODM”), its Chief Executive Officer, reviews its consolidated operating results for the purpose of allocating resources and evaluating financial performance. Asset information provided to the CODM is consistent with those reported on the Consolidated Balance Sheets and is primarily attributable to the U.S. The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net loss. The table below shows a reconciliation of the Company’s net loss, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total consolidated net loss in the Condensed Consolidated Statements of Operations:

Liquidity

As of September 30, 2026 and December 31, 2025 the Company had cash, cash equivalents and short-term investments of$254.7 million and$228.1 million, respectively.

The Company began generating revenue from its principal operations in 2019. The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. For the three months ended September 30, 2026 and 2025, the Company incurred losses from operations of$18.5 million and$12.2 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company incurred losses from operations of$50.1 million and$36.9 million, respectively. Based on the Company’s anticipated sales growth and collaboration efforts in relation to the anticipated costs associated with, among other things, its continuing research and development activities and the expansion of its sales and marketing activities, the Company expects to continue to incur net operating losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon expanding market acceptance of the Company’s products and achieving a level of revenues adequate to support the Company’s cost structure.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company believes that existing cash resources will be sufficient to meet projected operating requirements for at least 12 months from the date of issuance of the accompanying consolidated financial statements. The Company plans to continue to fund its losses from operations using its cash, cash equivalents and short-term investments as of September 30, 2026 and meet its future capital funding needs, as needed, through equity or debt financings, other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these. There can be no assurance that the Company will be able to obtain additional financing on acceptable terms, or at all. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make informed estimates, judgments and assumptions that affect the reported amounts in the condensed consolidated financial statements and disclosures in the accompanying notes as of the date of the accompanying condensed consolidated financial statements. On an on-going basis, management evaluates the most critical estimates and assumptions for continued reasonableness. These estimates and assumptions involve judgments with respect to numerous factors that are difficult to predict. Actual results may differ materially from the estimates used in the preparation of the accompanying condensed consolidated financial statements under different assumptions or conditions.

The Company’s condensed consolidated financial statements reflect the Company’s estimates of the impact of the macroeconomic environment, including the impact of inflation, varying interest rates and foreign exchange rate fluctuations. The duration and the scope of these conditions cannot be predicted; therefore, the extent to which these conditions will directly or indirectly impact the Company’s business, results of operations and financial condition, is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates, judgments and assumptions or a revision of the carrying value of the Company’s assets or liabilities as of the date of this filing.

Significant Accounting Policies

During the second quarter of 2026, the Company entered into a collaboration arrangement. The Company has updated its revenue recognition policy to include the accounting for collaboration arrangements. Additionally, during the second quarter of 2026, the Company began accounting for performance-based restricted stock units. The Company has updated its stock-based compensation policy to include the accounting for performance-based awards. For all other significant accounting policies, there have been no significant changes during the nine months ended September 30, 2026, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on February 25, 2026.

Cash Equivalents

Cash equivalents consist of investments in money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase that can be liquidated without prior notice or penalty to be cash equivalents. Cash equivalents are recorded at face value or cost, which approximates fair market value.

Short-term Investments

Short-term investments are classified based on the maturity date of the related securities. Based on the nature of the assets, the Company’s short-term investments, which are government securities, are classified as available-for-sale and are recorded at their estimated fair value as determined by prices for identical or similar securities at the balance sheet date. The Company’s short-term investments consist of Level 1 financial instruments in the fair value hierarchy. Unrealized gains and losses are recorded as a component of Other Comprehensive Loss within Stockholders’ Equity on the Condensed Consolidated Balance Sheets. Realized gains and losses are included as other income (expense) in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company periodically reviews its investments for unrealized losses other than credit losses and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In determining whether the carrying value is recoverable, management considers the following factors:

•

whether the investment has been in a continuous loss position for over 12 months;

•

the duration to maturity of investments;

•

intention and ability to hold the investment to maturity and if it is not more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis;

•

the credit rating, financial condition and near-term prospects of the issuer; and

•

the type of investments made.

The Company had$129,000 of net unrealized losses and$53,000 of net unrealized gains related to short-term investments as of September 30, 2026 and December 31, 2025, respectively.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and short-term investments in money market funds and U.S. treasury bills. A portion of the Company's operating cash is held in accounts in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits; however, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced material losses on cash equivalents and short-term investments.

The Company’s products require approval from the FDA and foreign regulatory agencies before commercial sales can commence. There can be no assurance that the Company’s products will receive any of these required approvals. The denial or delay of such approvals may have a material adverse impact on the Company’s business and may impact business in the future. In addition, after approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the device approval process.

The Company is subject to risks common to companies in the medical device industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of the Company's products, product liability and the need to obtain additional financing.

The Company is subject to risks from changes in U.S. trade policy. The imposition of retaliatory or new tariffs or increases in existing tariffs on goods imported from countries where we source our products could result in increased material costs for our products. The Company is also subject to the risks related to global lead times, particularly in Europe and Asia, leading to a supply interruption from the Company's suppliers. In addition, the Company is currently experiencing inflation and longer lead times and limited availability in its supply chain for certain components and has continued exposure to price and supply risk related to anticipated purchases of certain commodities, materials and products used in its business.

Accounts Receivable, net

Accounts receivable pertain to contracts with customers who are granted credit by the Company in the ordinary course of business and are presented net of allowances for credit losses. The Company has a diverse customer base. As of September 30, 2026, the Company had one customer who individually accounted for greater than 10% of trade accounts receivable. As of December 31, 2025, the Company did not have any customers who individually accounted for greater than 10% of accounts receivable. The Company maintains an allowance for credit losses resulting from the inability of its customers, including ambulatory surgery centers, to make required payments. The allowance for credit losses is calculated quarterly based on an aging analysis of receivables by due date and incorporates assessments of counterparty-specific risk, current economic conditions, and reasonable and supportable forecasted conditions. If a receivable is deemed uncollectible after collection efforts have been exhausted, it is written off against the allowance for credit losses. The Company closely monitors the credit quality of its customers and has historically had minimal write-offs of receivables or uncollected receivables. The Company's allowance for credit losses was $0.2 million as of September 30, 2026 and $0.1 million as of December 31, 2025. The Company does not generally require collateral or other security on receivables.

Fair Value of Financial Instruments

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is measured as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels:

Level 1—Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability, for substantially the full term of the asset or liability, through correlation with market data. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

Level 3—One or more significant inputs that are unobservable and supported by little or no market activity and reflect the use of significant management judgment and assumptions. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. These include the Black-Scholes option-pricing model and Monte Carlo simulation model which use inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the periods presented.

The Company’s financial instruments consist principally of cash, cash equivalents, short-term investments, accounts receivable, accounts payable and operating lease liabilities. Cash, cash equivalents, accounts receivable and accounts payable are carried at their estimated fair value because of the short-term nature of these assets and liabilities. The Company’s short-term investments in government securities are carried at fair value, determined based on publicly available quoted market prices for identical securities at the measurement date.

Inventories

Inventories consist of raw materials, work-in-process and finished goods. Raw materials are comprised of chemicals and parts used in the production of the Company's lenses, cartridges, and LDDs. Finished goods are comprised of lenses, cartridges, accessories and LDDs. Inventories are valued at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The carrying value of inventories is reviewed for potential impairment whenever indicators suggest that the cost of inventories exceeds the net realizable value and management adjusts the inventories to its net realizable value. The cost of finished goods and work-in-process is comprised of raw materials, direct labor, other direct costs and related production overhead to the extent that these costs do not exceed the net realizable value of the goods produced. The Company periodically reviews inventories for potential impairment, estimated losses from obsolescence, material expirations or unmarketable inventories or excess inventories and writes down the cost of inventories to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose.

Leases

Lease right-of-use assets represent 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 right-of-use assets and liabilities are recognized when the Company takes possession of the leased property based on the present value of lease payments over the lease term. The Company estimates the incremental borrowing rate based upon the cost of its own debt financing, current market interest rates and quoted offerings or the rate implicit in the lease. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense on noncancelable leases containing known future scheduled rent increases is recorded on a straight-line basis over the term of the respective leases beginning on the lease commencement date. The difference between rent expense and rent paid is accounted for as a component of operating lease right-of-use assets on the accompanying condensed consolidated balance sheets. Landlord improvement allowances and other such lease incentives are recorded as property and equipment and as reduction of the right-of-use leased assets and are amortized on a straight-line basis as a reduction to operating lease costs. Leases with an initial term of 12 months or less are expensed as incurred and are not recorded as right-of-use assets on the condensed consolidated balance sheets.

Certain of the Company's LDD placements are accounted for as a sales-type lease. A net investment in sales-type lease is recognized if a lease meets specific criteria under Accounting Standards Codification (“ASC”) 842 at its inception. Upon commencement of the lease, the book value of the leased asset is de-recognized and a net investment in sales-type lease is recognized within other assets in the Company's Condensed Consolidated Balance Sheets based on the present value of fixed payments under the contract and the residual value of the underlying asset, discounted at the rate implicit in the lease. The Company recognized the difference between the book value of the LDD and the net investment in the lease in sales in its Condensed Consolidated Statement of Operations. Interest income on our net investment in sales-type leases is recognized over the lease term.

Impairment of Long-lived Assets

All long-lived assets, including right-of-use assets, are reviewed for impairment whenever circumstances such as events or changes in the business indicate that an asset or asset group’s carrying value may not be recoverable based on undiscounted future operating cash flows to be derived from their use. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss or a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Fair value is determined primarily using the discounted cash flows expected to be generated from the use of assets. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows.

During the three months ended September 30, 2026, the Company identified indicators of potential impairment of its long-lived assets, including a sustained decline in its market capitalization and lower LDD sales volumes. The Company performed a recoverability test of its long-lived assets, which represent a single asset group, and concluded that the carrying amount was recoverable. As a result, no impairment was recorded. This assessment required considerable judgment.

Net Loss per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period.

The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact under the treasury stock method was anti-dilutive for the periods presented:

Revenue Recognition

Product Sales

The Company’s product revenue is generated from the sale of LALs used in cataract surgery along with a specifically designed machine for delivering light to the eye, the LDD, to adjust the lens post-surgery, as needed. Revenue is recognized from sales of products in the U.S. and several foreign countries. Customers are primarily comprised of ambulatory surgery centers, hospitals, and physician private practices in the U.S. and distributors internationally.

The Company recognizes revenue when promised goods or services are transferred to customers at a transaction price that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. Specifically, the Company applies the following five steps to recognize revenue: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods promised within each customer contract to determine the individual deliverables in its product offerings as separate performance obligations and assesses whether each promised good or service is distinct. The transaction price is determined based on the consideration expected to be received, based either on the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements. The Company recognizes revenue as the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied, considering whether this occurs at a point in time or over time. The Company elected to account for shipping costs as fulfillment costs rather than a promised service and excludes from revenue any taxes collected from customers that are remitted to government authorities.

The Company’s LDD sales contracts contain multiple performance obligations bundled for one transaction price, with all obligations generally satisfied within one year. For these bundled arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s LDD sales contracts include a combination of the following performance obligations: (i) LDD capital asset and related components, (ii) training and (iii) device service (initial year). Each of the performance obligations is considered distinct. The LDD capital asset is distinct because the customer can benefit from it together with other resources that are readily available to the customer. Training on the use of the machine is offered as a distinct activity after installation of the LDD to enhance the customer’s ability to utilize the machine by having an industry professional provide best practices and customize training to the specific needs of the customer. Each LDD comes with a twelve-month manufacturer’s warranty (service-type) that includes preventative maintenance, unscheduled service (labor and parts) and software updates. After the first year, service contracts can be purchased separately on a standalone basis. The Company recognizes revenue as performance obligations are satisfied by transferring control of the product or service to a customer. Revenue for the LDD capital asset is recognized at a point in time either at installation and customer acceptance or upon shipment to our international distributors. Revenue for training is also recorded at a point in time, generally 60 days after installation. Revenue for the device service is recognized ratably over time after installation, generally 12-36 months. The Company has determined that the transaction price is the invoice price, net of adjustments, if any. The allocation to the separate performance obligations is based upon the relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer and market conditions. The Company regularly reviews standalone selling prices and updates them as necessary.

LALs are generally held at customer sites on consignment. The single performance obligation is satisfied, and revenue from sales is recognized for LALs upon customer notification that the LALs have been implanted in a patient or when title transfers to the distributor. For the three and nine months ended September 30, 2026 and 2025, credits related to returns and rebates on list prices were not significant.

The Company has adopted the practical expedient permitting the direct expensing of costs incurred to obtain contracts where the amortization of such costs would occur over one year or less, and it applied to substantially all the Company’s contracts. Revenue for service agreements is recognized ratably over the term of each contract.

Collaboration Revenue

The Company accounts for the RxSight-Alcon Collaboration Agreement under ASC Topic 606 and ASC Topic 808. The Company identified the following performance obligations under the agreement; (a) a license of the Company's intellectual property; (b) Phase I Feasibility and Phase II Regulatory Activities required to achieve project milestones; and (c) material rights related to the commercial supply of Collaboration Products. Milestone payments that are not within the Company’s control, such as approvals from regulators or where attainment of the specified event is dependent on the development activities of a third party, are not considered probable of being achieved until those approvals are received or the specified event occurs. Revenue is recognized when the underlying performance obligation has been met. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses or other promises, the Company utilizes judgment to assess the nature of the performance obligation to determine whether the performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

At inception, the transaction price was $10.0 million, consisting of the non-refundable portion of the $60.0 million upfront payment. The remaining $50.0 millionof the upfront payment was considered refundable if the agreement was terminated within the first 120 days of the effective date. On October 28, 2026, the 120-day period lapsed, see Note 9, Subsequent Events, for further information. The transaction price excludes (i) potential milestone payments and (ii) sales- and usage-based royalties. The milestone payments represent variable consideration that the Company has fully constrained under ASC 606, because achievement of the underlying feasibility and regulatory milestones is contingent on factors outside the Company's control and it is not probable that a significant reversal of cumulative revenue would not occur. The royalties are excluded under the sales- and usage-based royalty exception in ASC 606 and will be recognized as the related sales or usage occur. The Company will reassess the estimate of constrained consideration at each reporting date, and amounts will be included in the transaction price when it becomes probable that a significant revenue reversal will not occur.

The Company allocated the $10.0 million transaction price to the identified performance obligations based on their relative standalone selling prices during the second quarter of 2026. The remaining $50.0 million of the upfront payment will be allocated similarly in the fourth quarter of 2026. The standalone selling price of the license was estimated using a discounted cash flow analysis reflecting forecasted revenues, development timelines and expenses, discount rates, and probabilities of feasibility and regulatory success. The standalone selling price of the Feasibility and Regulatory Activities was estimated based on forecasted costs over the expected development period.

•

Licensed Intellectual Property —For licensed intellectual property that is distinct from other performance obligations, the Company recognizes the upfront license fee and any milestone payments allocated to the license when the license is transferred and the licensee is able to benefit from it. The Company determined that Alcon could benefit from the license at the time it was granted; accordingly, the related performance obligation was satisfied at a point in time.

•

Project Activities —At inception of an arrangement that includes milestone-based payments, the Company evaluates whether each milestone is probable of being achieved and estimates the amount to include in the transaction price using the most-likely-amount method, subject to the constraint. Because achievement of the milestones is not within the Company's control, the Company recognizes the associated consideration when the milestone is probable of being achieved. For performance obligations that are satisfied over time, the Company recognizes revenue based on progress made towards completion of the project milestone. Progress is estimated using the input method under ASC 606 and is measured based on actual costs incurred relative to the total estimated project costs for that milestone. The Company expects to satisfy the feasibility and regulatory performance obligations over an estimated development period of several years, and the material rights will be satisfied upon exercise or expiration.

•

Material Rights to Product Supply —When a contract grants the customer an option to acquire additional goods or services at a price other than their standalone selling price, the Company assesses whether the option represents a material right. Material rights are accounted for as separate performance obligations, with revenue recognized when the right is exercised or expires.

In the second quarter of 2026, the Company recognized $6.5 million in license and collaboration revenue, which represented the portion of the $10.0 million nonrefundable upfront payment that was allocated to the license of intellectual property upon commencement of the RxSight-Alcon Collaboration Agreement. The remaining $3.5 million was allocated to the other performance obligations and recordedas deferred revenue. The remaining $50.0 million was recorded as a refund liability in the condensed consolidated balance sheet and was not included in the transaction price. See Note 9 for further information about the $50.0 million upfront payment.

For thethree and nine months ended September 30, 2026 and 2025, revenue from contracts with customers consisted of the following (in thousands):

For the three and nine months ended September 30, 2026 and 2025, the Company did not have any customers who individually accounted for greater than 10% of product revenue. Collaboration revenue is attributable to one customer.

The following table represents the contract liabilities from sales activity for thenine months ended September 30, 2026 and 2025, respectively (in thousands):

Stock-Based Compensation

The Company has three active equity incentive compensation plans: the Calhoun Vision, Inc. 2015 Equity Incentive Plan (“2015 Plan”), the 2021 Equity Incentive Plan (“2021 Plan”), and the 2026 Inducement Equity Incentive Plan (the "Inducement Plan"), which are collectively referred to as the “Equity Plans.” The Company also has an employee stock purchase plan, the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The Company recognizes compensation expense for equity-based awards on the date of grant to employees, board of directors and consultants based on the estimated grant date fair value of the award's equity-based payments including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and employee stock plan purchases (“ESPP”). The fair value of option awards is estimated using the Black-Scholes option-pricing model and recognized as an expense over the requisite service period, which is generally three to four years. The fair value of RSUs is estimated based on the fair value of the Company's common stock on the grant date.

The Company amortizes stock-based compensation for equity awards with service conditions on a straight-line basis over the vesting period of the awards. Forfeitures of unvested stock option awards are recognized as reductions of expense as they occur.

The Company uses the simplified method to calculate the expected term for options granted to employees due to its lack of sufficient historical data, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options, except for when awards are determined to be out-of-the-money, as was the case when applying modification accounting to the stock options tendered during the Option Exchange in September 2026. Refer to Note 6 for details on the stock option exchange.

In 2026, the Company began granting PSUs subject to performance, market and/or service conditions. The Company granted PSUs with vest schedules that include one of the following: (i) PSUs that vest subject to a performance condition based on the achievement of an annual sales target set for the total company, and a service condition, (ii) PSUs granted to certain executives that vest subject to a market condition based on a total shareholder return growth (“TSR”) target measured over a three-year period against a designated market index and a service condition, and (iii) for the sales directors, PSUs that vest based on achievement of the individual employee's annual sales targets and a service condition. The service condition requires employees to be active through the certification date to be earned. The fair value of the PSUs that do not include a TSR condition was determined based on the fair value of the Company's common stock on the grant date. Compensation expense for these awards is recognized over the requisite service period, which is approximately one year.

The fair value of the PSUs that include a TSR condition was determined using the Monte Carlo simulation model on the grant date. Vesting of the TSR awards is contingent on the achievement of the Company's TSR growth relative to the Nasdaq Healthcare Index as measured over a three-year period. Compensation expense for these awards is recognized over the requisite service period regardless of the metric being achieved.

The Black-Scholes option-pricing model requires the use of assumptions about a number of variables, such as the fair market value of the Company’s common stock, expected volatility, expected term, risk-free interest rate, and dividend yield as discussed below:

Fair market value—The fair value of common stock is determined by using the closing price per share of common stock as reported on the Nasdaq Global Market.

Expected volatility—The Company based the expected volatility on the historic volatility of its common stock.

Expected term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company used the simplified method (based on the mid-point between the vesting date and the end of the contractual term) to determine the expected term.

Risk-free interest rate—The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect on the grant date for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term.

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”).

Accounting Standards Adopted in 2026

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging" (Topic 815) and Revenue from Contracts with Customers (Topic 606) ("ASU 2025-07"). ASU 2025-07 refines the scope of Topic 815 by adding a scope exception from derivative accounting for contracts that are (1) non–exchange-traded and (2) have underlyings based on operations or activities specific to one of the parties to the contract. However, contracts based on certain underlyings would not qualify for the scope exception. ASU 2025-07 also clarifies that the revenue guidance in Topic 606 applies initially to share-based noncash consideration received from a customer for the transfer of goods or services. The guidance in other topics, including Topic 815, is not applied until the entity's right to receive or retain the share-based noncash consideration is unconditional under ASC Topic 606. ASU 2025-07 is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within those annual periods. Early adoption is permitted, with transition applied on either a prospective or modified retrospective basis. The Company early adopted ASU 2025-07 in 2026 and applied the scope exception to the RxSight-Alcon Collaboration Agreement. Accordingly, none of the components were accounted for as an embedded derivative.

Accounting Standards Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 amends the guidance in Accounting Standards Codification (“ASC”) 350-40 by modernizing the recognition and disclosure framework, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 also applies to ASC 350-50, “Intangibles-Goodwill and Other -Website Development Costs,” and is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company has not yet completed its assessment of the impact of ASU 2025-06 on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, (subtopic 220-40).” The update requires the disclosure of specific information related to certain costs and expenses, including amounts for inventory purchases, employee compensation, and depreciation and amortization included in each relevant expense caption presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of ASU 2024-03 on the Company’s consolidated financial statements.

Note 3 – Short-Term Investments

Short-term investments, principally U.S. Treasury bills, are available-for-sale and consisted of the following (in thousands):

All available-for-sale securities held as of September 30, 2026 and December 31, 2025 had a maturity of less thanone year. The Company has classified all marketable securities, regardless of maturity, as short-term investments based upon the Company’s ability and intent to use any and all of those marketable securities to satisfy the Company’s liquidity requirements.

Note 4 – Inventories

Inventories consisted of the following (in thousands):

At September 30, 2026 and December 31, 2025, finished goods included$7.8 million and$6.9 million of inventory held on consignment at customer sites, respectively. For the three- and nine-month periods ended September 30, 2026, inventory reserves increased by $1.8 million and $3.0 million, respectively. For the three- and nine-month periods ended September 30, 2025, inventory reserves increased by $0.1 million and $1.3 million, respectively. Changes to inventory reserves are recorded to Cost of sales in the condensed consolidated statements of operations.

Note 5 – Fair Value Measurements

The table below (in thousands) presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. The Company did not have any assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements.

Money market funds and U.S. Treasury securities are liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

Note 6 – Stock-Based Compensation Expense

The Company has three equity incentive compensation plans: the 2015 Plan, the 2021 Plan and the Inducement Plan.

2015 Plan

The 2015 Plan was originally adopted by the Board and approved by the Company’s stockholders in 2015. In connection with the Company’s initial public offering in July 2021, the 2015 Plan terminated immediately prior to effectiveness of the 2021 Plan with respect to the grant of future awards. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2015 Plan.

2021 Plan

On July 28, 2021, the 2021 Plan was adopted and approved by the Board and stockholders. The 2021 Plan provides for the grant of incentive stock options to employees and any subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, and PSUs to employees, directors, and consultants and subsidiary corporations’ employees and consultants. The number of shares of the Company’s common stock originally available for issuance under the 2021 Plan was equalto 6,989,665 shares of common stock.

The number of common shares reserved for issuance under the 2021 Plan will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year and ending on the ten year anniversary of the date the Board approved the 2021 Plan, by a number equal to the lesser of: (i)7,260,406 shares of the Company's common stock; (ii)4% of the outstanding shares of the Company's common stock on the last day of the immediately preceding fiscal year; or (iii)such other amount as the administrator may determine. The 2021 Plan is administered by the Board, or a duly authorized committee thereof. On January 1, 2026 and 2025, the number of shares available under the 2021 Plan increased by 1,649,680 and 1,617,128 shares of common stock, respectively, pursuant to this feature.

On August 10, 2026, the Company filed with the SEC a Tender Offer Statement on Schedule TO defining the terms and conditions of a one-time voluntary stock option exchange to its employees, including the Company's named executive officers, of certain options to purchase up to an aggregate of 4,088,496 shares of the Company’s common stock (the “Option Exchange”). On September 4, 2026, (the "Expiration Date") of the Option Exchange, stock options covering an aggregate of 3,756,461 shares of common stock were tendered by eligible employees, and the Company granted 757,513 replacement restricted stock units and 1,643,324 replacement options at an exercise price of $6.375, the Company's closing stock price on September 4, 2026, covering an aggregate of 2,400,837 shares of common stock under the 2021 Plan. The Company's executive officers were permitted to tender certain of their options in exchange for new options. These new options were granted with vest dates ranging from twelve to thirty months depending on whether the tendered option was vested or unvested as of the Expiration Date. The value of the new options ranged from $3.42 to $3.53 and were valued using the Black-Scholes option pricing model. Employees other than the Company's executive officers were permitted to exchange qualifying options for RSUs. Such RSUs vest over a period oftwelveto twenty-four months depending on whether the tendered option was vested or unvested as of the Expiration Date, and the grant date fair value of each RSU was $6.375. This exchange was accounted for as a modification and resulted in $2.3 million in incremental share-based compensation expense. The incremental expense represents the difference between the fair value of the original grant prior to the Expiration Date and the fair value of the replacement grant on the grant date of September 5, 2026.

As of September 30, 2026, and after giving effect to the Option Exchange, the number of shares of the Company’s common stock available for future issuance and not subject to outstanding awards under the 2021 Plan was equal to 2,269,073 shares of common stock.

2021 ESPP

On July 28, 2021, the Board and stockholders adopted and approved the 2021 ESPP. As of September 30, 2026, the number of shares of the Company’s common stock available for future issuance under the 2021 ESPP was equal to 292,112 shares of common stock. The initial purchase period began on November 1, 2021.

The 2021 ESPP provides eligible employees of the Company and its subsidiaries with the opportunity to purchase shares of the Company’s common stock at a purchase price equal to 85%of the common stock’s fair market value on the first trading day or last trading day of each purchase period, whichever is lower. The 2021 ESPP provides for two six-month purchase periods every twelve months: May 1 through October 31 and November 1 through April 30.

The number of common shares reserved for issuance under the 2021 ESPP will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year, by a number equal to the lesser of: (i)1,452,081 shares; (ii)1% of the outstanding shares of the Company's common stock on the last day of the immediately preceding fiscal year; or (iii) such other amount as the administrator may determine. The 2021 ESPP is administered by the Board. The Board determined that no additional shares were reserved for issuance on January 1, 2026 and 2025 pursuant to this feature.

Inducement Plan

On July 13, 2026, the Board adopted the Inducement Plan, pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment. The Board initially reserved 3,500,000 shares of the Company's common stock for issuance under the Inducement Plan. The Inducement Plan will be administered by the Compensation Committee of the Board. On September 27, 2026, the Board reserved an additional 750,000 shares of the Company's common stock for issuance under the Inducement Plan. As of September 30, 2026, there were 1,366,576 shares available for issuance under this plan.

Common Stock Reserved for Future Issuance

Each share of common stock is entitled to one vote. Total shares of common stock reserved for future issuance under all plans consisted of the following:

Stock-Based Compensation Expense

The purpose of the 2021 Plan and 2021 ESPP is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in the value of the common stock in order to retain or procure the services of the employees, members of the Board and consultants and provide them with an incentive to promote the Company’s success and accomplish corporate goals.

As a result of the Option Exchange, the Company will recognize incremental stock-based compensation expense of $2.3 million over the requisite service period of the new grants, which ranges from twelve to thirty months. The Company will recognize approximately $26.2 million, which is the sum of the incremental stock-based compensation expense and the remaining unrecognized compensation expense for the original grants as of the modification date, over the requisite service period of the new stock grants.

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans was classified in the accompanying condensed consolidated statements of operations and comprehensive (loss) as follows (in thousands):

Stock-Based Award Activity

Stock Options

Stock option awards are granted with an exercise price of no less than 100% of estimated fair market value on the date of grant. Time based option awards generally vest over four years as follows, subject to the optionee’s continuing service: (i) one fourth of the total number of shares vest and become exercisable on the one-year anniversary and then 1/48th of the total number of shares subject to the option vest and become exercisable on each monthly anniversary thereafter for the remaining three years, or (ii) 1/48th of the total number of shares subject to the option vest and become exercisable each month over four years. Options granted pursuant to the Option Exchange were granted with shorter vest periods as noted above.

A summary of the stock option activities for thenine months ended September 30, 2026 is presented below:

As of September 30, 2026 and December 31, 2025, there were 2,563,462 and 2,307,812 unvested options, respectively. As of September 30, 2026 and December 31, 2025, total unrecognized expense related to unvested stock options was approximately $18.2 million and $43.5 million, respectively. The $18.2 million of unrecognized expense as of September 30, 2026 is expected to be recognized over a weighted average period of approximately 2.1 years.

As of September 30, 2026 and December 31, 2025 the intrinsic value of options vested was less than $0.1 million and $0.8 million, respectively, and of all options outstanding was less than $0.1 million and $1.2 million, respectively. During thenine months ended September 30, 2026 and 2025, the total cash received from the exercise of stock options was $0.4 million and $2.1 million, respectively. During thenine months ended September 30, 2026 and 2025, the total fair value less strike price of these options was $0.3 million and $4.3 million, respectively.

RSUs and PSUs

A summary of RSU and PSU activities for thenine months ended September 30, 2026 is as follows:

As of September 30, 2026, and December 31, 2025, total unrecognized expense related to non-vested RSUs and PSUs was approximately $37.7 million and $17.8 million, respectively. The $37.7 million of unrecognized compensation cost is expected to be recognized over a weighted average period of 2.0 years.

During the nine months ended September 30, 2026, the Company granted PSUs under the plan as follows:

•

The Company granted PSUs to certain executive officers that vest contingent upon achievement of certain TSR growth targets. The PSUs will vest in three years from the award date, subject to the achievement of market conditions during the three-year performance measurement period, as long as the grantee remains an active employee through the certification date. The number of shares that may be earned can range from 0% to 200% of the target amount.

•

The Company granted PSUs to certain executive officers and other employees that vest contingent upon achievement of certain total company revenue targets for 2026 as long as the grantee remains an active employee through the certification date. The number of shares that may be earned can range from 0% to 100% of the target amount.

•

The Company granted PSUs to certain sales-based employees that vest contingent upon achievement of individual sales targets set for 2026, as long as the grantee remains an active employee through the certification date. The number of shares that may be earned can range from 0% to 100% of the target amount.

Fair Value Disclosure

The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options:

Valuation of the TSR Performance Awards

The market-based performance awardsare measured at fair value using the Monte Carlo method on the date of grant. Because the Awards are equity classified, they are not subsequently remeasured. The following table presents the assumptions used in the Monte Carlo simulation model to determine the grant-date fair value of the 2026 PSU awards with a market condition:

Note 7 – Leases

The Company has operating and finance leases for facilities and certain equipment. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company does not combine lease and non-lease components in the recognition of lease expense.

As of September 30, 2026 the Company held five leases for office, manufacturing and warehouse facilities in Aliso Viejo, California. The five leases are for approximately 150,000 square feet in the aggregate and expire January 31, 2031. For one such operating lease, the lessor provided $1.1 million in tenant allowances.

The following table presents the lease balances within the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (in thousands):

Maturities of the Company’s operating and finance lease liabilities as of September 30, 2026 were as follows (in thousands):

The weighted average remaining lease term and weighted average discount rate used to determine lease liabilities related to the Company’s operating and finance leases as of September 30, 2026 and December 31, 2025 were:

Note 8 – Commitments and Contingencies

Legal Matters

The Company occasionally becomes involved in litigation arising in the normal course of business, including without limitation, actions with respect to intellectual property, employment, regulatory, product liability and contractual matters. In connection with these proceedings or matters, the Company regularly assesses the probability and amount (or range) of possible issues based on the developments in these proceedings or matters. A liability is recorded in the condensed consolidated financial statements if it is determined that it is probable that a loss has been incurred, and that the amount (or range) of the loss can be reasonably estimated. Because of the uncertainties related toany pending proceedings or matters, the Company is currently unable to predict their ultimate outcome and, with respect to any legal proceeding or regulatory matter where no liability has been accrued, to make a reasonable estimate of the possible loss (or range of loss) that could result from an adverse outcome. At September 30, 2026 and December 31, 2025, there wereno legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable or for which the amount (or range) of loss was reasonably estimable. However, regardless of the outcome, legal proceedings, regulatory matters, and other disputes and claims can have an adverse impact on the Company because of legal costs, diversion of management time and resources, and other factors. See “Legal Proceedings” in Part II, Item I of this Quarterly Report.

Note 9 — Subsequent Events

The Company has evaluated subsequent events through November 3, the date the financial statements were issued.

Commercial Leadership Equity Grants

On October 23, 2026, the Company granted inducement stock options to purchase a total of 236,456 shares of the Company's common stock to two new non-executive officer employees in connection with the commencement of their employment with the Company. The Company also agreed to grant inducement RSUs covering a total of 637,449 shares of the Company's common stock to the same employees in connection with the commencement of their employment, which RSUs are anticipated to be granted on or about November 3, 2026.

Each inducement stock option has an exercise price of $5.02 per share, which is equal to the closing price of a share of the Company's common stock on the grant date, and shall vest as follows, subject to continuing service:25% of the shares subject to such inducement stock option shall vest on the one year anniversary of October 23, 2026, and one forty-eighth (1/48th) of the shares subject to such inducement stock option shall vest monthly thereafter.

Each inducement RSU award shall vest as follows, subject to continuing service: one-sixth of the shares subject to the inducement RSU award shall vest on the first trading day on or after each of February 28, 2027, August 31, 2027, February 29, 2028, August 31, 2028, February 28, 2029, and August 31, 2029.

RxSight-Alcon Collaboration

On October 28, 2026, the $50.0 million upfront payment received under the RxSight-Alcon Collaboration Agreement became nonrefundable, and is no longer constrained under ASC 606. In the fourth quarter of 2026, the Company will include the $50.0 million in the transaction price and will allocate the revenues to each of the Company's performance obligations under the agreement.