STANDARD BIOTOOLS INC.

September 30, 2026

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the 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.

Basis of Presentation

The unaudited 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 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. These interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying financial statements contain all adjustments of a normal and recurring nature, necessary for a fair statement of the Company's financial position as of September 30, 2026, results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025.The condensed consolidated balance sheet at December 31, 2025 was derived from the Company’s audited annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) but does not contain all of the footnote disclosures from the annual financial statements.

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2025 (the "2025 Financial Statements") included in the Company's Annual Report.

On June 22, 2025, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with Illumina, Inc. (“Illumina”). Pursuant to the terms of the Purchase Agreement, Illumina acquired all of the equity interests of SomaLogic, Inc. ("SomaLogic"), Sengenics Corporation LLC and Sengenics Corporation Pte Ltd (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 3, Discontinued Operations, for additional information.

Consistent with Accounting Standards Codification ("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. The Company completed the sale of the SomaScan Business on January 30, 2026. Accordingly, the Company has classified the results of the SomaScan Business as discontinued operations in its condensed consolidated statements of operations for all periods presented. The assets and liabilities of the SomaScan Business were classified as held-for-sale in the condensed consolidated balance sheet as of December 31, 2025. Upon closing of the Transaction on January 30, 2026, the Company derecognized all assets and liabilities of the SomaScan Business and recognized a pre-tax gain on sale of $172.3 million, which is reflectedin income from discon tinued operations, net of tax, in the condensed consolidated statements of operations for the nine months ended September 30, 2026. During the three months ended September 30, 2026, the Company recognized an additional gain of $30.0 million in connection with the termination of the 2026 earnout and related royalty and license agreements. See Note 3, Discontinued Operations. The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The discussions in these notes to the condensed 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 3, Discontinued Operations.

Interim results are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

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.

The CODM manages the business on a consolidated basis, as a multi-omics company. Therefore, the Company concluded it hasone operating and reportable segment: the consolidated company.

The segment information presented reflects the Company's continuing operations and excludes discontinued operations. See Note 12, Segment Reporting, for more information on the reportable segment.

Contingent Consideration Receivable

Contingent consideration arrangements arising from the disposal of a business are evaluated to determine whether the arrangement meets the definition of a derivative in accordance with ASC 815. When the arrangement qualifies for a scope exception under ASC 815 or does not meet the definition of a derivative, the Company has elected to recognize contingent consideration when it is determined to be realizable in accordance with ASC 450. Any gains or losses from the subsequent accounting for contingent consideration are recognized within the same financial statement line item as the original gain or loss on the sale.

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 condensed 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; 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.

Recent Accounting Changes and Accounting Pronouncements

Adoption of New Accounting Guidance

In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No.2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 became effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and is required to be applied prospectively. The Company adopted this ASU on January 1, 2026 and elected to utilize the practical expedient. The adoption of the ASU and the election of the practical expedient didnot have a material impact on the Company’s condensed consolidated financial statements.

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.

2. Merger Agreement

On June 6, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Treeline Biosciences, Inc. (“Treeline”) and Siri Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company and Treeline will combine in an all-stock merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Treeline, with Treeline surviving as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, the Company will be renamed Treeline Biosciences, Inc. and will effect a reverse stock split of its outstanding common stock, if not effected prior to the effective time as permitted by the Merger Agreement.

At the effective time of the Merger, each outstanding share of Treeline capital stock will be converted into the right to receive shares of the Company’s common stock based on an exchange ratio calculated in accordance with the Merger Agreement. Following the closing, the Company’s existing stockholders are expected to hold approximately 16% of the combined company on a fully diluted basis, and former Treeline stockholders are expected to hold approximately 84%, subject to adjustment in accordance with the Merger Agreement. In accordance with the Merger Agreement, the board of directors of the combined company following the Merger is expected to consist of ten directors nominated by Treeline and two directors nominated by the Company, and Treeline’s management team will become the management team of the combined company.

The Merger is expected to be accounted for as a reverse recapitalization, with Treeline treated as the accounting acquirer. This determination is preliminary and subject to the final terms of the Merger and the completion of the disposition of the Company’s mass cytometry and microfluidics businesses.

Prior to the effective time of the Merger, the Company expects to declare a dividend to its stockholders of one contingent value right (“CVR”) for each outstanding share of the Company’s common stock. Each CVR will entitle the holder to receive, for each 12-month payment period during the five-year term of the CVR agreement, a pro rata portion of the net proceeds received by the combined company from specified sources, less certain permitted deductions. These sources include proceeds from the sale, disposition, or other monetization of the Company’s mass cytometry and microfluidics businesses; proceeds from convertible notes or other investments held by the Company as of the closing date; contingent payments due to the Company under contracts in effect as of the closing date; and certain other amounts specified in the CVR agreement. Payments in respect of the CVR will be settled in shares of the combined company’s common stock, subject to a maximum of 76.0 million shares issuable under the CVR agreement. There can be no assurance that any payments will be made on the CVR.

Under the Merger Agreement, the Company must use commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of its mass cytometry and microfluidics businesses. If the Company had not entered into a definitive agreement for the disposition of any portion of these businesses on or before the date the registration statement on Form S-4 filed in connection with the Merger was declared effective, the Company would have been required to commence mutually agreed wind-down activities with respect to that portion of the business. The Company entered into a definitive agreement for the sale of its mass cytometry business on September 30, 2026, as described below, and for the sale of its microfluidics business on October 4, 2026, as described in Note 15, Subsequent Events.

Completion of the Merger is subject to customary closing conditions, including approval by the Company’s stockholders of the share issuance and an amendment to the Company’s certificate of incorporation, continued listing of the Company’s common stock on Nasdaq, and approval for listing of the shares issuable in the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was terminated early on July 21, 2026. The Company filed the registration statement on Form S-4 on July 20, 2026, which was amended on September 9, 2026 and October 9, 2026 and which was further amended and declared effective by the SEC on October 21, 2026. The Merger is expected to close in the fourth quarter of 2026. If the Merger is not consummated by March 31, 2027, either party may terminate the Merger Agreement. Upon termination under specified circumstances, the Company may be required to pay Treeline a termination fee of $16.1 million or to reimburse Treeline’s transaction expenses up to $5.0 million, with any such expense reimbursement credited against any such termination fee.

Sale of Mass Cytometry Business

On July 28, 2026, the Company entered into a Share and Asset Purchase Agreement (the “Multiplex Bio Purchase Agreement”) with Multiplex Bio Inc. (“Multiplex Bio”), pursuant to which Multiplex Bio agreed to acquire the Company’s mass cytometry business (the “Mass Cytometry Business”). Total consideration under the Multiplex Bio Purchase Agreement was up to $10.0 million, consisting of $5.0 million payable at closing through the issuance of a promissory note and up to an additional $5.0 million payable upon a qualifying future sale transaction by Multiplex Bio. The Company would not have received cash consideration at closing and could have been required to provide Multiplex Bio a working capital loan of up to $10.0 million.

On September 30, 2026, the Company’s board of directors determined that it had received a superior proposal for the Mass Cytometry Business from GMT Venture Partners, LLC (“GMT Venture”). The Company and Multiplex Bio then mutually agreed to terminate the Multiplex Bio Purchase Agreement, and the Company agreed to pay Multiplex Bio a termination fee of $1.5 million. GMT Venture agreed to pay $1.0 million of the termination fee to Multiplex Bio on the Company’s behalf. The Company may be required to refund that amount in certain circumstances if the Element Purchase Agreement, as defined and described below, is terminated. The Company recognized the $1.5 million termination fee within transaction and integration expenses for the three and nine months ended September 30, 2026. As a result of the termination, the Company has no further obligations under the Multiplex Bio Purchase Agreement, including the working capital loan commitment.

Also on September 30, 2026, the Company entered into a Share and Asset Purchase Agreement (the “Element Purchase Agreement”) with Element Biosystems, LLC (“Element”), a wholly owned subsidiary of GMT Venture. Under the Element Purchase Agreement, Element will acquire the Mass Cytometry Business for $5.5 million in cash, on a cash-free and debt-free basis and subject to customary adjustments. GMT Venture delivered an equity commitment letter to fund Element’s payment obligations at closing, and the transaction is not subject to a financing condition. At closing, the Company and Element will enter into a transition services agreement under which the Company will provide specified services to Element following the closing. Consummation of the sale is subject to approval by the Company’s stockholders, consummation of the Merger, and other customary closing conditions.

Either party may terminate the Element Purchase Agreement if the sale has not been consummated by June 30, 2027, subject to up to two automatic three-month extensions in specified circumstances. Upon termination under specified circumstances, the Company will be required to pay Element a termination fee of $1.0 million and, in certain circumstances, to refund the $1.0 million contributed by GMT Venture toward the Multiplex Bio termination fee. The Company will also be required to reimburse Element’s reasonable out-of-pocket expenses of up to $125,000 if the sale is not consummated by December 31, 2026, and up to an additional $125,000 if it is not consummated by March 31, 2027. Any reimbursement will be credited against the termination fee.

The Mass Cytometry Business did not meet the criteria to be classified as held for sale as of September 30, 2026, as consummation of the sale is subject to approval by the Company’s stockholders and consummation of the Merger. In light of the agreed purchase price, the Company evaluated the long-lived assets of the Mass Cytometry Business for impairment as of September 30, 2026 and concluded that no impairment was required. The Company may recognize a loss on the sale upon closing, which will depend on the carrying value of the net assets transferred at closing, the final purchase price after adjustments, and transaction costs.

Sale of Microfluidics Business

On November 3, 2026, the Company completed the sale of its microfluidics business to Biomark Scientific Corp., an entity formed by ARCHIMED SAS, an investment firm focused exclusively on healthcare industries, for an aggregate purchase price of $5.0 million, on a cash-free and debt-free basis and subject to customary post-closing adjustments. The sale was completed pursuant to a Share and Asset Purchase Agreement entered into on October 4, 2026 (the “Microfluidics Purchase Agreement”). Net proceeds from the sale will be included in the proceeds from the Company’s Mass Cytometry Business and microfluidics business used to determine any payments under the CVRs, as described above.

The microfluidics business did not meet the criteria to be classified as held for sale as of September 30, 2026, as the Company’s board of directors had not approved the sale as of that date. In light of the agreed purchase price, the Company evaluated the long-lived assets of the microfluidics business for impairment as of September 30, 2026 and concluded that no impairment was required.

3. Discontinued Operations

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.

At closing, the Company received net cash consideration of $388.2 million, which included $25.0 million of contingent consideration earned based on the achievement of specified revenue thresholds during fiscal year 2025. The Company was also 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. Consistent with its accounting policy, the Company recognizes contingent consideration when it is determined to be realizable. Accordingly, no amount related to the 2026 earnout was recognized at closing.

On July 24, 2026, the Company entered into a Termination, Waiver and Release Agreement with Illumina (the “Termination Agreement”). Under the Termination Agreement, the Company received a cash payment of $30.0 million in exchange for waiving its right to the 2026 earnout and terminating the royalty and license agreements described below. The Company recognized the $30.0 million as an additional gain on the sale of the SomaScan Business during the three months ended September 30, 2026. The gain is included in income from discontinued operations, net of tax. Following the Termination Agreement, the Company is not entitled to any further earnout, royalty or other contingent payments from Illumina related to the Transaction.

Additionally, in July 2026, the Company paid $7.5 million to settle certain litigation matters for which it had agreed to indemnify Illumina in connection with the Transaction, as described in footnote (2) to the table below. As a result, during the nine months ended September 30, 2026, the Company received net cash proceeds of $410.7 million from the sale of the SomaScan Business, consisting of $388.2 million received at closing and $30.0 million received under the Termination Agreement, net of the $7.5 million of indemnification payments. These proceeds are presented as proceeds from sale of business, net within investing activities in the condensed consolidated statements of cash flows.

Upon closing on January 30, 2026, the Company recognized a pre-tax gain of $172.3 million on the sale, calculated as the excess of the fair value of consideration received and consideration receivable over the carrying value of the net assets of the Disposed Entities, including allocated goodwill, and recognized $39.2 million of related income tax expense. Including the $30.0 million gain recognized in connection with the Termination Agreement, the Company recognized a total pre-tax gain on the sale of $202.3 million for the nine months ended September 30, 2026. The gain and income tax expense are reflected in income from discontinued operations, net of tax.

In connection with the closing, the Company and Illumina entered into (i) a royalty agreement, pursuant to which the Company was 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 was entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates were low- to mid-single digit percentages. The royalty arrangements described in (i) and (iii) were considered to be contingent consideration for the sale of the SomaScan Business, and the Company elected to account for this contingent consideration as a gain contingency under ASC 450-30. These agreements were terminated on July 24, 2026 pursuant to the Termination Agreement. No royalty income was recognized under these agreements prior to termination.

As a result of the closing of the Transaction, the Company no longer has any subsidiary that is a party to the collaboration agreement that the Company previously entered into with Illumina in December 2021 (the “Collaboration Agreement”), and neither the Company nor any of its subsidiaries is entitled to any royalties or other payments under the Collaboration Agreement.

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 nine months ended September 30, 2026, the Company recognized revenue of $29.8 million related to the transaction price under the Collaboration Agreement with Illumina, which primarily reflects the release of the deferred revenue balance previously established under the Collaboration Agreement upon the sale of the SomaScan Business. The Company has classified the $29.8 million within discontinued operations consistent with the treatment of all SomaScan Business-related activities. Out of the $29.8 million recognized, $0.6 million reflects Illumina’s exercise of its material right to be provided with SOMAmer reagents for commercialization of the co-branded kits.

(2)

In connection with the sale of SomaLogic to Illumina, the Company agreed to indemnify Illumina for certain litigation matters. The Company recorded a liability of $3.3 million as of the closing date, which remained unchanged as of March 31, 2026. During the three months ended June 30, 2026, the Company recorded an additional charge of $4.2 million related to the litigation matters, which were settled in July 2026. The Company paid $7.5 million in July 2026 in full settlement of these matters, andno indemnification liability remained as of September 30, 2026.

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

4. Revenue and Geographic Area

Disaggregation of Revenue by Product Type and Geographic Area

The following tables present the Company's revenue for the three and nine months ended September 30, 2026 and 2025 based on product type and the geographic location of customers’ facilities (in thousands):

Unfulfilled Performance Obligations

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

(1)

Deferred revenue related to the Collaboration Agreement with Illumina was fully recognized upon the sale of the Disposed Entities. The Company has classified this revenue within discontinued operations consistent with the treatment of all SomaScan Business-related activities. Please see Note 3, Discontinued Operations, for more information.

The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of September 30, 2026 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 condensed 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.

5. Balance Sheet Details

Cash, Cash Equivalents and Restricted Cash

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

Restricted cash of $2.1 million and $2.4 million is included in other non-current assets on the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively.

Accounts Receivable

Accounts receivable 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 and $1.9 million for the nine months ended September 30, 2026 and 2025, 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 $3.9 million and $5.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Accrued Liabilities

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

6. Commit ments and Contingencies

South San Francisco Office Lease

In connection with the restructuring activities described in Note 13, Restructuring and Related Charges, the Company vacated its South San Francisco office on December 31, 2025. The Company remains the lessee and is primarily obligated under the lease, which expires in April 2030. Subsequent to September 30, 2026, the Company entered into a sublease of the remaining unoccupied floor, which is expected to provide approximately $2.1 million of fixed sublease payments through April 2030. As a result, the Company now subleases the entirety of the premises. The amounts payable to the Company under the subleases are lower than the Company’s obligations under the lease, and the Company expects to continue to incur net cash outflows related to the premises through the end of the lease term.

The operating lease right-of-use asset associated with the South San Francisco lease was $18.6 million as of September 30, 2026. The Company evaluated this asset for recoverability as of September 30, 2026 and concluded that no impairment was required. The recoverability of this asset currently depends in part on the cash flows of the Company’s mass cytometry and microfluidics businesses. Upon the sale of these businesses, it is reasonably possible that the Company will recognize an impairment of the right-of-use asset, which could be material. Any such impairment would not reduce the Company’s obligations under the lease.

Other Commitments

The Company has entered into several license and patent agreements under which it 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

In the ordinary course of business, the Company has entered into agreements 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 for losses suffered 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 is generally perpetual, and the maximum potential amount of future payments is typically not limited to a specific amount.

The Company has also entered into indemnification agreements with its officers, directors, and certain other employees, providing for indemnification for related expenses including attorneys' fees, judgments, fines, and settlement amounts incurred in any action or proceeding arising by reason of their status or service.

Legal Proceedings

SomaLogic Stockholder Litigation

In December 2023, a complaint was filed in the Delaware Court of Chancery (the “Court”) against the Company, Casdin Capital, LLC, SomaLogic, and the directors of SomaLogic alleging Breach of Fiduciary Duty and Aiding and Abetting Breach of Fiduciary Duty. This complaint also sought an injunction postponing the business combination between SomaLogic and the Company, which was denied by the Court in January 2024. An amended complaint was filed in June 2024, containing primarily the same allegations, while removing the Company, SomaLogic and some of the SomaLogic director defendants as parties to the litigation. The remaining defendants filed motions to dismiss in July 2024. In August 2025, the Court issued a bench decision denying the defendants’ motions to dismiss. The defendants filed answers and affirmative defenses to the amended complaint in October 2025. The Court scheduled a three-day bench trial commencing in June 2027.

The Company is no longer a party to this litigation, and the Company does not expect this matter to have a material effect on its financial statements.

Palamedrix Litigation

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 Palamedrix Merger Agreement, dated July 25, 2022, relating to milestone payments. SomaLogic disputed these allegations and issued SRS with a Milestone Abandonment Notice. In July 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 in three sales-based milestone payments. In August 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 continued in the Court.

In July 2026, the parties reached an agreement fully resolving the matter. See Note 3, Discontinued Operations.

General

Additional lawsuits against the Company and certain of its officers or directors may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, the Company 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 the Company’s 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.

7. Fair Value of Financial Instruments

Fair Value of Financial Instruments

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of September 30, 2026 (in thousands):

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2025 (in thousands):

There were no transfers within the hierarchy and no changes in the valuation techniques used during the nine months ended September 30, 2026.

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

As of September 30, 2026, 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 its investments in U.S. treasury securities, 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.

8. Stockholders’ Equity (Deficit)

2024 Stock Repurchase Program

On February 6, 2024, the Board of Directors authorized the repurchase of up to $50.0 million of shares of the Company’s common stock through March 1, 2026. The program expired on March 1, 2026, andno shares were repurchased during the nine months ended September 30, 2026. Over the life of the program, the Company repurchased 15,448,533 shares for an aggregate of $40.5 million.

Common Shares Reserved

As of September 30, 2026, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands):

9. Stock-based Compensation

The Company has various stock-based compensation plans, which are more fully described in the Annual Report. On June 17, 2026, the Company's stockholders approved the 2026 Equity Incentive Plan (the "2026 Plan"), which permits the grant of incentive and nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company's eligible employees, directors and non-employee consultants. The maximum number of shares authorized for issuance under the 2026 Plan is 24,835,928 shares, plus up to 34,476,543 additional shares subject to awards outstanding under the Company's Amended and Restated 2011 Equity Incentive Plan that are forfeited, expire or are cancelled on or after June 17, 2026. Stock options and stock appreciation rights are granted with an exercise price of no less than the fair market value of the Company's common stock on the date of grant and have a maximum term often years. No awards had been granted under the 2026 Plan as of September 30, 2026.

The Company's stockholders also approved an amendment to the Company's Amended and Restated 2017 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1,200,000 shares.

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

Stock-based compensation will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, employee forfeitures and the timing of the awards. Expense related to each stock option and restricted stock unit (“RSU”) award is recognized on a straight-line basis over the requisite service period of the entire award.

The following table summarizes our award activity for stock options and RSUs for the nine months ended September 30, 2026 (in thousands):

10. Net Income (Loss) Per Share

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

11. Income Taxes

The Company’s quarterly provision for income taxes is based on an estimated annual effective income tax rate. The quarterly provision for income taxes also includes discrete items, such as changes in valuation allowances or adjustments upon finalization of tax returns as well as infrequently occurring items, if any, such as the effects of changes in tax laws or rates, in the interim period in which they occur.

The Company recorded income tax expense of less than $0.1 million and an income tax benefit of $1.2 million in the three months ended September 30, 2026 and 2025, respectively. The Company recorded income tax expense of $0.1 million and an income tax benefit of $1.9 million during the nine months ended September 30, 2026 and 2025, respectively. The change from an income tax benefit in the prior-year periods to income tax expense in 2026 primarily reflects higher minimum tax expense for the various states in which the Company operates, and the effect of the Company's foreign operations, which reported higher pre-tax income in the first nine months of 2026 compared to the same period in 2025.

The Company’s effective tax rates for both periods differ from the 21% U.S. federal statutory tax rate primarily due to valuation allowances recorded against deferred tax assets on domestic losses and the tax rate differences between the United States and foreign countries. The Company maintains a valuation allowance against its U.S. deferred tax assets as the Company believes it is more likely than not the deferred tax assets will not be realized.

12. Segment Reporting

As of September 30, 2026, 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 income/loss from continuing operations.

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

•

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

•

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

•

Interest income, net, which is separately presented on the condensed consolidated statements of operations

See Note 4, Revenue and Geographic Area, for the Company's revenue by geography.

13. Restructuring and Related Charges

The following table summarizes the change in the Company’s restructuring and other related liabilities for the nine months ended September 30, 2026 (in thousands):

(1)

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

(2)

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

14. Related Parties

Convertible Loan Notes

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 Eli Casdin, a member of the Company’s board of directors and the Founder and Chief Investment Officer of Casdin Capital, LLC, a major stockholder of the Company.

Merger Agreement with Treeline

As described in Note 2, Merger Agreement, on June 6, 2026, the Company entered into the Merger Agreement with Treeline. Entities affiliated with Casdin Capital, LLC beneficially own approximately 23%of the Company's outstanding common stock, and Eli Casdin, the Founder and Chief Investment Officer of Casdin Capital, is a member of the Company's board of directors. Entities affiliated with Casdin Capital are also equity investors in Treeline, owning approximately 5% of Treeline's outstanding capital stock, and would receive shares of the Company's common stock in the Merger in exchange for their Treeline capital stock on the same terms as other Treeline stockholders.

15. Subsequent Events

Refer to Note 2, Merger Agreement, for information regarding the sale of the Company’s microfluidics business, which was completed on November 3, 2026, and the effectiveness of the registration statement on Form S-4 on October 21, 2026, and to Note 6, Commitments and Contingencies, for information regarding the sublease of the remaining floor of the Company’s South San Francisco office entered into subsequent to September 30, 2026.