Vera Therapeutics, Inc.

1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Description of Business

Vera Therapeutics, Inc. (the Company) is a commercial-stage biotechnology company focused on developing and commercializing treatments for patients with serious immunological diseases. The Company was incorporated in May 2016 in Delaware. The Company’s headquarters are in Brisbane, California. The Company operates asone reportable segment, Therapeutics, focused on developing and commercializing transformative treatments for patients with serious immunological diseases. On July 7, 2026, the U.S. Food and Drug Administration (FDA) granted accelerated approval to TRUTAKNA® (atacicept-vymj) to reduce proteinuria in adults with primary immunoglobulin A nephropathy (IgAN) at risk for disease progression.

Liquidity

Since inception, the Company has devoted substantially all of its resources to its research and development efforts, pre-clinical studies and clinical trials, building a sales, marketing and distribution infrastructure to support commercial launch activities, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations. The Company has incurred recurring net operating losses and has not generated positive cash flows from operations since its inception and had an accumulated deficit of$1.1 billion as of September 30, 2026. The Company had cash, cash equivalents and marketable securities of$384.0 million as of September 30, 2026. The Company has funded its operations primarily through the issuance of common stock, redeemable convertible preferred stock, debt financing and convertible notes. Management expects to continue to incur losses and negative cash flows from operations in the near term.

Management believes that the Company’s cash, cash equivalents and marketable securities as of September 30, 2026 will be sufficient to fund its planned operations and capital expenditure requirements for at least the next 12 months subsequent to the issuance date of these unaudited condensed consolidated financial statements. The Company intends to raise additional capital through public or private equity offerings, debt financing, or other capital sources, which may include strategic collaborations or other arrangements with third parties in order to achieve its long-term business objectives. If the Company fails to obtain necessary capital when needed on acceptable terms, or at all, it could force the Company to delay, limit, reduce or terminate its product development programs, commercialization efforts or other operations.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiary have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The U.S. dollar is the Company’s functional and reporting currency.

Principles of Consolidation

In September 2026, the Company incorporated a wholly-owned, Netherlands-based subsidiary, Vera Therapeutics B.V., to help prepare for and assist with the Company’s activities in Europe. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. For the Company and its subsidiary, the functional currency has been determined to be in U.S. dollars.

Unaudited Condensed Consolidated Financial Statements

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year or any other period. The information included in this Form 10-Q should be read in conjunction with the audited financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

Use of Estimates

Thepreparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management estimates that affect the reported amounts of assets and liabilities include the accrual of research and development expenses, valuation of equity awards for stock-based compensation, determination of incremental borrowing rate for operating leases, the valuation allowance for deferred tax assets, fair value of marketable securities, gross-to-net reserves for revenue recognition, and inventory valuation. The Company evaluates and adjusts its estimates and assumptions on an ongoing basis using historical experience and other factors. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation, with no impact on previously reported net loss or total assets.

Concentrations of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by any of the financial institutions holding its cash, cash equivalents, and marketable securities to the extent recorded in the balance sheet. The Company has not experienced any losses to date related to these concentrations.

For the three months ended September 30, 2026, two individual customers accounted for 94% of total gross product revenue, with these individual customers representing 76% and 18% of the Company’s total gross product revenue. As of September 30, 2026, two individual customers accounted for 94% of the gross accounts receivable balance, with these individual customers representing 76% and 18% of the gross accounts receivable balance. No other individual customers account for more than 10% of net product sales or accounts receivable. The Company monitors the financial condition of its customers so that it can appropriately respond to changes in their creditworthiness. To date, the Company has not experienced any losses with respect to the collection of its accounts receivable.

The Company’s future results of operations involve a number of other risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s current and potential future product candidates, uncertainty of market acceptance of the Company’s lead product or product candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals or sole-source suppliers. The Company relies on single-source suppliers for some components of its supply chain. If any of the single source suppliers fails to satisfy the Company’s requirements on a timely basis, it could suffer delays in its clinical development programs and commercial launch activities, which could adversely affect operating results.

TRUTAKNA is the Company’s only FDA-approved product and the success of its business depends, in part, on successful commercialization. In addition, the Company’s product candidates require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory authorities prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed, or the Company was unable to maintain approval for any approved product, it could have a materially adverse impact on the Company.

Accounts Receivable, Net

Accounts receivable consists of trade receivables which are amounts due from the Company’s specialty pharmacy and specialty distributor customers related to product sales. The Company records trade receivables net of discounts, chargebacks, and any allowances for potential credit losses. Trade receivables are stated at their net realizable value. The Company estimates the allowance for credit losses using the current expected credit loss model. Under this model, the allowance for credit losses reflects the Company’s estimate of lifetime expected credit losses. The Company evaluates the collectability of the cash flows based on the risk of loss over the contractual life, even when that risk is remote, based on judgments about the creditworthiness of its customers, historical experience, and other relevant information that is available to the Company. The Company writes off trade receivables and related allowances for credit losses when it becomes probable it will not collect the amount receivable. For the three months ended September 30, 2026, the Company did not record any expected losses related to outstanding accounts receivable. There was no allowance for credit losses as of September 30, 2026.

Inventory

The Company began capitalizing inventory for TRUTAKNA upon approval by the FDA in July 2026 once commercialization was considered probable and the future economic benefit was expected to be realized. Prior to regulatory approval, all direct and indirect manufacturing costs for pre-launch inventory were charged to research and development expense in the periods incurred. Any eventual sale of previously expensed (“zero-cost”) inventories may impact future gross margins for any periods in which those inventories are sold.

Inventory is comprised of raw materials, work-in-process and finished goods, and includes costs related to raw materials purchases, third-party contract manufacturing, shipping and handling, and product storage. The Company values inventory at the lower of cost or net realizable value and determines the cost of inventory using the specific identification method, which approximates a first-in, first-out basis. Certain raw materials and work-in-process inventory may be used in the manufacture of product for either research and development activities or commercial sale. Costs related to such inventory are initially capitalized as inventory and are expensed to research and development expense once a determination is made that product is to be used in research and development activities. The Company analyzes its inventory levels periodically for obsolescence and, if required, adjusts inventory to its net realizable value if the cost basis of inventory is in excess of its expected net realizable value, or for quantities in excess of expected demand. If the Company determines cost exceeds its net realizable value, the resulting adjustments are recognized as cost of sales in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Intangible Assets, Net

Finite-lived intangibles consist of contractual payments made in conjunction with license agreements for acquired intellectual property. The contractual payments are recorded as intangible assets at cost, net of accumulated amortization, and are amortized over their estimated useful life of the underlying intellectual property using the economic consumption method if anticipated future revenue can be reasonably estimated. The straight-line method is used when revenue cannot be reasonably estimated. Amortization of finite-lived intangibles is recorded in cost of sales in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The economic consumption method is based on revenue generated from the products underlying the related intangible assets. An analysis of the anticipated lifetime revenue of the Company’s marketed products is performed annually during the Company’s long-range planning cycle and whenever events or changes in circumstances would significantly affect anticipated lifetime revenue of the relevant products.

The Company reviews its finite-lived intangible assets at least annually and when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future undiscounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable.

If it is determined that an intangible asset becomes impaired, the carrying value is written down to its fair value with the related impairment charge recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss in the period in which the impairment occurs. The Company has not recorded any impairments of intangible assets to date.

Product Revenue, Net

The Company recognizes net product revenue from TRUTAKNA, which it began selling in the United States in July 2026 through contractual arrangements with its specialty pharmacy and specialty distributor customers. These customers subsequently resell the Company’s products to patients and certain medical centers or hospitals. In addition to distribution agreements with these customers, the Company enters into arrangements with governmental and contractual payors that provide for government mandated and/or privately negotiated rebates, chargebacks, and discounts with respect to the purchase of the Company’s products.

The Company recognizes net product revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606), which outlines a five-step process for recognizing revenue from contracts with customers: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the separate performance obligations in the contract, and (v) recognize revenue associated with the performance obligations as they are satisfied. The Company only applies the five-step model to arrangements that meet the definition of a contract under ASC 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The Company has determined that the delivery of TRUTAKNA to its customers constitutes a single performance obligation. There are no other promises to deliver goods or services beyond what is specified in each accepted customer order. The Company recognizes revenue from product sales when a customer obtains control of the Company’s product, which occurs at a point in time upon delivery of the product to the customer.

The Company has assessed the existence of a significant financing component in the agreements with its customers. The trade payment terms with the Company’s customers do not exceed one year and therefore the Company has elected to apply the practical expedient and no amount of consideration has been allocated as a financing component.

Revenue from product sales is recorded at the net sales price (transaction price), which includes deductions based on estimates of variable consideration for which reserves are established. Components of variable consideration include trade discounts and allowances, product returns, chargebacks and discounts, government rebates, payor rebates, and other incentives, such as voluntary patient assistance, and other allowances that are offered within contracts between the Company and its customers, payors, and other indirect customers relating to the Company's sale of its products. These reserves, as detailed below, are based on the related sales, and are classified as reductions of accounts receivable, net, when the right of offset exists in accordance with ASU 2013-1, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, or as a current liability. These estimates take into consideration a range of possible outcomes that are probability-weighted in accordance with the expected value method in ASC 606 for relevant factors such as current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which it is entitled based on the terms of the respective underlying contracts. These estimates are based on limited historical experience and may rely on expected payer mix, contractual terms, and peer company analysis.

The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. The Company's analysis also contemplated application of the constraint in accordance with the guidance, under which it determined a significant reversal of revenue would not occur in a future period and the transaction price will not be reduced further. Actual amounts of consideration ultimately received may differ from the Company's estimates. The Company will disclose significant judgments and estimates to variable consideration and timing of revenue recognition. If actual results in the future vary from the Company's estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

Trade Discounts and Allowances — The Company generally provides customers with discounts, which include incentive fees that are explicitly stated in the Company's contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The reserve for discounts is established in the same period that the related revenue is recognized, together with reductions to accounts receivable, net, on the balance sheets.

Distribution Fees — The Company pays fees to our specialty distributor customers for distribution services provided in connection with the sales of TRUTAKNA. These specialty distributor fees are based on a contractually determined fixed percentage of sales. These payments are recorded as a reduction of revenue within the same period the related revenue is recognized.

Product Returns — Consistent with industry practice, the Company offers its customers limited product return rights for damaged and expiring product, provided it is within a specified period around the product expiration date set forth in the applicable individual distribution agreement. The Company estimates the amount of product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized, as well as a reduction to accounts receivable, net on the balance sheets. The Company estimates product returns using its own sales information, including its visibility into the inventory remaining in the distribution channel.

Chargebacks and Discounts — Chargebacks for fees and discounts to a third party represent the estimated obligations resulting from contractual commitments to sell products to contracted third parties at prices lower than the list prices charged to its customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the contracted third parties. The reserve for chargebacks is established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to accounts receivable, net, on the balance sheets. Chargeback amounts are generally determined at the time of resale to the contracted third party by customers, and the Company generally issues credits for such amounts within a few days after the customer's notification to the Company of the resale. Chargebacks consist of credits the Company expects to issue for units that remain in the distribution channel at each reporting period end that the Company expects will be sold to contracted third parties and chargebacks that customers have been claimed, but for which the Company has not yet issued a payment.

Government Rebates — The Company is subject to discount obligations under state Medicaid programs and Medicare. These reserves are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability, which will be included in accrued expenses on the balance sheets. The Company's liability for these rebates will consist of invoices received for claims from prior periods that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimates of future claims that will be made for product that has been recognized as revenue, but which remains in the distribution channel at the end of each reporting period.

Commercial Rebates — The Company calculates the rebates it incurs according to any contracts with certain commercial payors and deducts these amounts from its gross product sales at the time revenues are recognized. Allowances (accrued) for commercial rebates are based on historical payments to payors from which is reasonably estimated at the time of delivery. Rebates are recorded as accrued expenses in the balance sheet.

Co-pay Assistance — Other incentives the Company offers include voluntary patient assistance programs, such as the co-pay assistance program, which are intended to provide financial assistance to qualified commercially insured patients with prescription drug co-payments required by payors. The calculation of monthly co-pay assistance will be based on an estimated number of claims for the period and the estimated cost per claim associated with product that has been recognized as revenue.

Cost of Sales

Cost of sales includes the cost of inventory sold, indirect labor costs, product shipping costs, amortization expense of finite-lived intangible assets associated with acquired intellectual property, and third-party royalties payable on the Company’s net product revenue. Cost of sales may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, and manufacturing variances.

Prior to regulatory approval, all direct and indirect manufacturing costs for pre-launch inventory of TRUTAKNA were charged to research and development expense in the periods incurred. As a result, the cost basis of inventory available for sale at the time of approval was zero, and cost of sales is correspondingly low during the initial period following launch. Following FDA approval, the Company capitalizes direct manufacturing costs as inventory and recognizes these amounts in cost of sales when the related inventory is sold. Accordingly, cost of sales for the period may not be indicative of the full cost of units sold, and cost of sales and gross margin during the initial periods following commercialization may not be representative of future periods as the Company begins capitalizing and expensing post-approval manufacturing costs.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update will provide all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses by assuming that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this standard on January 1, 2026, and it did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update will improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative expenses, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard as of and for the year ending December 31, 2027 and for the interim reporting periods within the year ending December 31, 2028. This ASU will result in the required additional disclosures being included in the Company’s consolidated financial statements upon adoption.

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. This update will introduce changes to the timing of software cost capitalization based on likelihood of completion for all entities subject to the internal-use software guidance in Subtopic 350-40 and the guidance on website development costs in Subtopic 350-50. The ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently evaluating the timing of adoption and the impact of adoption on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update will improve the navigability of required interim disclosures and clarify when that guidance is applicable, and will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard for the interim periods within the year ending December 31, 2028. The Company is currently evaluating the impact of the adoption on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update will make a number of amendments to the Accounting Standards Codification and improvements to GAAP arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted in both interim and annual reporting periods for which financial statements have not yet been issued or made available for issuance. Entities may elect to early adopt the amendments on an issue-by-issue basis. The Company is currently evaluating the timing of adoption and the impact of adoption on its consolidated financial statements and related disclosures.

3. OTHER FINANCIAL STATEMENT INFORMATION

Inventory

Inventory consists of the following (in thousands):

Prior to FDA approval of TRUTAKNA in July 2026, the Company expensed approximately $29.1 million in costs associated with the manufacturing of TRUTAKNA pre-launch inventory as a component of research and development expense. If these previously expensed costs had been capitalized as inventory and subsequently included as a component of cost of sales as pre-launch inventory was sold, the increase to cost of sales would have been approximately $0.4 million during thethree and nine months ended September 30, 2026. As of September 30, 2026, the previously expensed cost of the remaining pre-launch inventory on hand was approximately $26.0 million, which includes inventory that could be used for either research and development or commercial purposes.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

4. CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company’s cash equivalents and available-for-sale investment securities are classified within the fair value hierarchy as defined by authoritative guidance. Level 1 securities consist of highly liquid money market funds for which the carrying amount approximates the fair value of identical assets as quoted in the active markets. Level 2 securities, consisting of U.S. Treasuries, U.S. agency securities and corporate debt securities, are measured based on other observable inputs, including broker or dealer quotations or other valuations using observable market data. The Company’s debt securities are accounted for as available-for-sale securities.

Unrealized gains and losses are reported as a component of other comprehensive income (loss). Fair value of the debt securities was $328.7 million and $367.1 million as of September 30, 2026 and December 31, 2025, respectively.

The following table presents the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Marketable debt securities that had been in unrealized loss positions as of September 30, 2026, and December 31, 2025 were in an unrealized loss position for less than 12 months. Unrealized losses from marketable debt securities are primarily attributable to changes in interest rates and not due to credit-related factors. Management does not believe any remaining unrealized losses represent impairments or credit-related losses based on evaluation of available evidence.

The following table classifies the estimated fair value of investments in available-for-sale marketable debt securities by effective contractual maturity dates (in thousands):

5. LICENSES AND INTANGIBLE ASSETS

Ares Trading S.A. License Agreement (Ares Agreement)

The Company has a license agreement with Ares Trading S.A. (Ares), pursuant to which the Company maintains an exclusive worldwide license to certain patents and related know-how to research, develop, manufacture, use and commercialize therapeutic products containing atacicept, a recombinant fusion protein used to inhibit B cell growth and differentiation.

In January 2026, the Company achieved a specified regulatory milestone and paid $15.0 million to Ares upon acceptance of the Company’s Biologics License Application (BLA) for TRUTAKNA for treatment of IgAN by the FDA. This was recorded as research and development expense. Upon accelerated approval of the Company’s BLA for TRUTAKNA for treatment of IgAN by the FDA in July 2026, the Company achieved a specified regulatory milestone and paid $20.0 millionto Ares in August 2026. This milestone payment was capitalized as acquired intellectual property, and is being amortized to cost of sales over its estimated useful life.

The Company is obligated to pay Ares additional milestone payments, including $10.0 million upon the first filing of an approval application in the European Union, and other potential milestone payments of up to $131.5 million in aggregate upon the achievement of regulatory filing and approval milestones for other geographic regions and indications, and up to $515.0 million upon the achievement of specified worldwide aggregate annual net sales milestones, beginning with $15.0 million if net sales reach $250.0 million and $50.0 million if net sales reach $500.0 million.

Pursuant to the Ares Agreement, the Company is obligated to pay Ares tiered royalties of low double-digit to mid-teen percentages on worldwide aggregate annual net sales of atacicept, with payments due quarterly. The Company began incurring costs associated with such royalties following the July 2026 approval of TRUTAKNA (atacicept) and records these royalties within cost of sales. In the event the Company sublicenses its rights under the Ares Agreement, the Company would be obligated to pay Ares a percentage ranging from the mid-single-digits to the low double-digits of specified sublicensing income received.

Intangible Assets

Intangible assets, net consist of the following (in thousands, except years):

The Company recorded intangible asset amortization expense of $0.3 million related to acquired intellectual property to cost of sales in the three and nine months ended September 30, 2026. The Company recorded intangible asset amortization expense of $0.1 million related to acquired internal-use software to selling, general and administrative expenses in the three and nine months ended September 30, 2026.

As of September 30, 2026, the estimated future amortization expense associated with the Company’s finite-lived intangible assets was as follows:

6. NOTES PAYABLE

Notes payable consist of the following (in thousands, except years and percentages):

2021 Loan Agreement

In June 2025, the Company refinanced its debt under the non-revolving loan and security agreement (2021 Loan Agreement) with a loan syndicate involving Oxford Finance LLC (Oxford Finance), Oxford Finance Credit Fund II LP (OFCF II), and Oxford Finance Credit Fund III LP (OFCF III) entered into in December 2021, by entering into a new non-revolving loan and security agreement, the proceeds of which were partially used to prepay the outstanding principal balance of the 2021 Loan Agreement in full. The Company paid an exit fee of $3.0 million, equal to 6% on the aggregate principal amount of the loan, as 1% of the original 7% exit fee was waived in connection with the refinancing. The entirety of the 2% prepayment fee that would have applied to the prepayment of the $25.0 million of debt drawn in December 2023 was also waived in connection with the refinancing.

2025 Loan Agreement

In June 2025, the Company entered into a new non-revolving loan and security agreement (2025 Loan Agreement) with a loan syndicate involving Oxford Finance, OFCF II, OFCF III, and Oxford Finance Credit Fund IV LP (OFCF IV) (collectively, Oxford). The 2025 Loan Agreement has a total borrowing capacity of up to $500.0 million, of which $75.0 million was funded at closing and $50.0 million remains available for draw at the Company’s discretion until December 31, 2026. Following accelerated approval of TRUTAKNA by the FDA in July 2026, an additional $75.0 million became available for draw at the Company’s discretion. In October 2026, the Company elected to draw this tranche and received net cash proceeds of $74.0 million after deduction of fees and prepaid interest. The Company also has the option to draw two tranches, each of a maximum of $50.0 million, upon achievement of certain commercial milestones related to TRUTAKNA once approved, and up to $200.0 million available at the mutual discretion of the Company and Oxford. As of September 30, 2026, the Company’s outstanding borrowing under the 2025 Loan Agreement was $75.0 million.

The Company accounted for the loan syndicate on a creditor-by-creditor basis. With respect to the continuing creditors, Oxford Finance, OFCF II, and OFCF III, the Company accounted for this transaction as a loan modification, and with respect to the new lender, OFCF IV, the Company accounted for this transaction as an issuance of debt. Of the $3.7 million in exit fees on the 2021 Loan Agreement and fees paid to creditors as part of the refinancing, $1.6 million was recorded as a reduction to the net carrying amount of the debt drawn under the 2025 Loan Agreement at close, and $2.0 million was recorded as noncurrent deferred debt issuance costs. Of the $2.3 million in fees paid by the Company to third parties in connection with the refinancing, $0.8 million was recorded as other expense, and $1.4 million was recorded as noncurrent deferred debt issuance costs. Deferred debt issuance costs will be amortized over the respective draw periods of each of the loan commitment tranches on a straight-line basis.

The 2025 Loan Agreement is scheduled to mature in June 2030, provided that the Company has not achieved a revenue-based interest-only extension milestone as of the end of the initial interest-only period in August 2029. If the Company achieves this interest-only extension milestone, the maturity date and end of the interest-only period will be extended to June 2031 and August 2030, respectively. The Company is permitted to prepay the loan, subject to certain conditions, and will incur prepayment fees of 2% if the loan is prepaid prior to June 4, 2027, or 1% if the loan is prepaid between June 5, 2027, and June 4, 2028. No prepayment fee shall be applicable after June 4, 2028. Additionally, upon maturity date, acceleration of the loan in the event of default, or prepayment of the loan, the Company is required to pay an exit fee equal to 5% of the aggregate principal amount of the loan. The Company will accrue for this exit fee over the life of the loan as an increase to the net carrying amount of debt using the effective interest rate method.

The variable interest rate on the drawn amount is 1-Month CME Term SOFR (subject to a per annum floor rate of 3.75%) plus 4.95% per annum. At the initial funding of the 2025 Loan Agreement on June 4, 2025, the nominal interest rate was 9.27%. There are two financial covenants: (i) commencing on March 31, 2027, the Company is required to maintain certain levels of unrestricted cash subject to control agreements provided that such liquidity covenant shall not apply at any given time if the market capitalization of the Company is at least $1.0 billion on the measurement date, and (ii) commencing with the last day of the month in which the aggregate amount of Term Loans funded exceeds $200.0 million, the Company will be required to maintain a loan coverage ratio, which will replace the minimum cash covenant. The loan coverage ratio should not apply at any given time if the market capitalization of the Company is at least $1.25 billionon the measurement date. The loan is secured by substantially all of the Company’s assets. The proceeds from the 2025 Loan Agreement were partially used to prepay the outstanding principal balance of the 2021 Loan Agreement in full, with the remaining proceeds available for working capital, capital expenditures, and other general corporate purposes.

As of September 30, 2026, principal installments due on the notes were as follows (in thousands):

7. STOCKHOLDERS’ EQUITY

As of September 30, 2026 and December 31, 2025, the Company’s amended and restated certificate of incorporation authorized the Company to issue 500,000,000 shares of Class A common stock and 14,600,000 shares of Class B common stock, and 10,000,000 shares of preferred stock, each with a par value of $0.001 per share. Each share of Class A common stock entitles the holder toone vote on all matters submitted to a vote of the Company’s stockholders. There wereno shares of Class B common stock or preferred stock outstanding as of September 30, 2026 and December 31, 2025. Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Through September 30, 2026, no cash dividends have been declared or paid.

In December 2025, the Company completed a follow-on public offering pursuant to which the Company issued and sold 7,058,824 shares of its Class A common stock at a public offering of $42.50 per share, including 920,716 shares of Class A common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. Net proceeds from this follow-on public offering were $281.3 million, after deducting underwriting fees and offering-related expenses.

8. STOCK COMPENSATION

Equity Plans

2024 Inducement Plan

In February 2024, the Company adopted the 2024 Inducement Plan (Inducement Plan). The Inducement Plan was adopted by the compensation committee of the Company’s board of directors without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and subsequently amended in August 2024, January 2025, September 2025, and March 2026. In accordance with Rule 5635(c)(4), awards made under the Inducement Plan, including stock options and restricted stock units, may only be granted to newly hired employees as a material inducement to accept employment with the Company. Stock options granted under the Inducement Plan expire no later thanten years from the date of grant.

2021 Equity Incentive Plan and 2017 Equity Incentive Plan

The 2021 Equity Incentive Plan (2021 EIP) and the 2017 Equity Incentive Plan (2017 EIP) became effective in May 2021 and February 2017, respectively. The Company may not grant any additional awards under the 2017 EIP. The 2017 EIP will continue to govern outstanding equity awards granted thereunder. Stock options granted under the 2021 EIP and 2017 EIP expire no later than 10 years from the date of grant.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (ESPP) became effective in May 2021. As of September 30, 2026,270,191 shares have been issued pursuant to the ESPP. The ESPP generally provides for six-month consecutive offering periods beginning every September 14 and March 14. The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation.

The table below summarizes the Company's equity plans as of September 30, 2026:

Option Activity

Stock option activity under the 2017 EIP, 2021 EIP, and 2024 Inducement Plan for the period ended September 30, 2026 is summarized as follows:

The aggregate intrinsic value of stock options exercised during the three months ended September 30, 2026 and 2025 was$6.4 million and $0.1 million, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2026 and 2025 was$15.1 million and $3.8 million, respectively. The weighted-average grant date fair value of options granted during the three months ended September 30, 2026 and 2025 was $29.58 per share and $18.31 per share, respectively. The weighted-average grant date fair value of options granted during thenine months ended September 30, 2026 and 2025 was $32.34 per share and $22.56 per share, respectively.

Award Activity

The Company grants restricted stock units (RSU) pursuant to the 2021 EIP and satisfies such grants through the issuance of the Company’s Class A common stock. The following table shows RSU activity for the period ended September 30, 2026:

Stock-Based Compensation Expense

The following tables summarize the stock-based compensation expense for stock options and restricted stock units granted to employees and non-employees and for ESPP stock-based compensation that was recorded in the Company’s condensed consolidated statements of operations and comprehensive loss for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

As of September 30, 2026, the Company had $98.7 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.6 years. For thethree months ended September 30, 2026 and 2025, the Company recognized $10.6 million and $6.9 million of stock-based compensation expense for stock options, respectively. For thenine months ended September 30, 2026 and 2025, the Company recognized $29.8 million and $19.7 million of stock-based compensation expense for stock options, respectively.

As of September 30, 2026, the Company had $67.0 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.0 years. For thethree months ended September 30, 2026 and 2025, the Company recognized $4.8 million and $2.7 million of stock-based compensation expense for restricted stock units, respectively. For thenine months ended September 30, 2026 and 2025, the Company recognized $13.9 million and $6.8 million of stock-based compensation expense for restricted stock units, respectively.

Stock-based compensation expense related to the ESPP for the three months ended September 30, 2026 and 2025 was $0.3 million and$0.1 million, respectively. Stock-based compensation expense related to the ESPP for thenine months ended September 30, 2026 and 2025 was $1.0 million and$0.4 million, respectively.

The fair value of stock options granted during thethree and nine months ended September 30, 2026 and 2025 was estimated using the Black-Scholes option pricing model based on the following assumptions:

9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company believes that there are no actions pending which would have a material adverse effect on its condensed consolidated financial statements.

Indemnification

As of September 30, 2026, the Company did not have any material indemnification claims that were probable and consequently no related liabilities have been recorded.

Employee Agreements

The Company has signed employment agreements with certain key employees pursuant to which, if their employment is terminated following a change of control of the Company, the employees are entitled to receive certain benefits, including severance and accelerated vesting of equity incentives.

Development and Manufacturing Services Agreements

The Company enters into development and manufacturing contracts with vendors in the conduct of its business. Contracts with these vendors may be terminated at the Company’s option, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would be obligated to pay for the products or services that had been provided or received at the time the termination became effective and potentially additional compensation based upon the period of time remaining between the date of notice of cancellation and the scheduled manufacturing.

To support product needs for TRUTAKNA, the Company has entered into manufacturing agreements which require the Company to meet minimum purchase obligations within an 18-month and 16-month period, respectively. The total amount of minimum purchase obligations with these vendors as of September 30, 2026 was $88.1 million. As of September 30, 2026, the timing of minimum purchase obligations with these vendors was as follows (in thousands):

In October 2026, the Company cancelled certain scheduled research and development manufacturing activities which will result in an estimated loss of up to $14.6 million. The Company expects to recognize the amount of the loss as research and development expenses during the three months ending December 31, 2026.

10. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following outstanding potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):

11. RELATED PARTY TRANSACTIONS

A member of the Company’s board of directors also serves as chairman of the board of directors of IntegriChain. The Company entered into an agreement with IntegriChain to procure software and services for government pricing, contracting, policy development, and rebate operations related to commercialization and market access with expected fees and expenses of up to $0.4 million. The Company recorded related party expense of $0.1 million and $0.2 million to IntegriChain for these services in thethree and nine months ended September 30, 2026, respectively. This amount is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive loss. As of September 30, 2026, the Company recorded related party payable amounts of $0.3 million to IntegriChain, which were included in accounts payable and other current liabilities in the Company’s condensed consolidated balance sheet.

12. SEGMENT REPORTING

The Company hasone reportable segment: Therapeutics. This segment is dedicated to developing and commercializing medical treatments for patients with serious immunological diseases. The Company’s lead product, TRUTAKNA, was granted accelerated approval by the FDA to reduce proteinuria in adults with primary IgAN at risk for disease progression in July 2026. TRUTAKNA is a native human TACI-Fc fusion protein that binds both the B-cell activating factor (BAFF) and A proliferation-inducing ligand (APRIL) cytokines and is self-administered subcutaneously at home. Atacicept is also being evaluated for the treatment of other autoimmune kidney diseases and the Company intends to seek marketing approval of atacicept for the treatment of IgAN in regions outside of the U.S. in the future. The Company also holds worldwide, exclusive development and commercial rights to MAU868, a monoclonal antibody to treat reactivated BK virus infections, and worldwide, exclusive development and commercial rights to VT-109, a novel, next generation dual BAFF/APRIL inhibitor that is in preclinical development.

Since inception, the Company has devoted substantially all its resources to research and development efforts, pre-clinical studies and clinical trials, building a sales, marketing and distribution infrastructure to support commercial activities, establishing and maintaining intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.

The accounting policies used in the segment reporting are the same as those disclosed in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer. The CODM assesses performance for the single reportable segment and decideshow to allocate resources based on net product revenue, cost of sales, total operating expenses, and net loss. The measure of segment assets is reported on the balance sheet as total assets.

The CODM uses net loss as the reportable segment’s primary measure of profit or loss to evaluate the segment’s financial position and to determine the need for additional financing or equity offerings.

The Company's reportable segment total operating expenses, including significant segment expenses, and net loss for thethree and nine months ended September 30, 2026 and 2025, consisted of the following (in thousands):

*Other segment items included in total operating expenses primarily consist of consulting and contractors, professional services, equipment and software, travel and entertainment, facilities, medical affairs, and corporate communications.

**Other segment items included in net loss consist of currency exchange gains and losses and other income/expense.