Inogen Inc

3. Discontinued Operations

During the three months ended September 30, 2026, the Company determined that the Rental Business met the held-for-sale and discontinued operations accounting criteria as discussed above in Note 2.

On November 2, 2026, the Company completed the Transaction in consideration for an aggregate purchase price of up to $24,800, payable in six installments commencing on January 4, 2027 and subject to a post-closing reconciliation based on the actual assets transferred and administrative fees for patient transfers completed following the closing of the Transaction. The estimated gain or loss on disposal, together with the results of operations of the Rental Business through the closing date of the Transaction, will be reported in income (loss) from discontinued operations, net of tax in the consolidated statements of comprehensive loss in the fourth quarter of 2026.

Summarized Discontinued Operations Financial Information

The following table summarizes the major line items for the Rental Business that are included in loss from discontinued operations, net of taxin the consolidated statements of comprehensive loss for each of the periods presented:

The following table summarizes the carrying amounts of major classes of assets and liabilities for the Rental Business that are included in assets and liabilities of discontinued operations in consolidated balance sheets for each of the periods presented:

Assets and liabilities of discontinued operations retained by the Company represent accounts receivable, net, other assets, accounts payable and accrued expenses, and deferred revenue.

4. Fair value measurements

Cash, cash equivalents, marketable securities, and restricted cash

The following table summarizes fair value measurements by level for the assets measured at fair value on a recurring basis for cash, cash equivalents, marketable securities, and restricted cash:

Derivative instruments and hedging activities

The Company records the assets or liabilities associated with derivative instruments and hedging activities at fair value based on Level 2 inputs in prepaid expenses and other current assets or accounts payable and accrued expenses, respectively, in the consolidated balance sheets. The Company had a related receivable of $247 and payable of $373 as of September 30, 2026 and December 31, 2025, respectively.

Accumulated other comprehensive income (loss)

The components of accumulated other comprehensive income (loss) were as follows:

Comprehensive income (loss) is the total net earnings and all other non-owner changes in equity. Except for net loss, unrealized gains and losses on cash flow hedges, and unrealized gains and losses on marketable securities, the Company does not have any transactions or other economic events that qualify as comprehensive income (loss).

5. Balance sheet components

Restricted cash

The Company's restricted cash is a legally restricted deposit held as a compensating balance against its corporate credit card balances.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's consolidated balance sheet that are shown in aggregate in the accompanying consolidated statement of cash flows:

Accounts receivable allowances for credit losses and returns

Net accounts receivable (gross accounts receivable, net of allowances) balance concentrations by major category as of September 30, 2026 and December 31, 2025 were as follows:

(1) Rental includes Medicare, Medicaid/other government, private insurance, and patient pay.

The following table sets forth the accounts receivable allowances as of September 30, 2026 and December 31, 2025:

Concentration of customers and vendors

The Company primarily sells its products to traditional home medical equipment providers, distributors, and resellers in the United States and in foreign countries on a credit basis. The Company also sells its products direct-to-consumers primarily on a prepayment basis. One customer represented more than 10% of the Company's total revenue for thethree and nine months ended September 30, 2026 and 2025. No customer represented more than 10% of the Company’s net accounts receivable balance as of September 30, 2026 and December 31, 2025.

The Company currently purchases raw materials from a limited number of vendors, which resulted in a concentration of three major vendors. For the nine months ended September 30, 2026, the Company’s three major vendors accounted for 13.9%,13.9%, and 10.1% of total raw material purchases, respectively. For thenine months ended September 30, 2025, the Company’s three major vendors accounted for 18.2%,11.2%, and 10.2% of total raw material purchases, respectively.

A portion of revenue is earned from sales outside the United States. Approximately 76.2% and 79.2% of international revenue for thethree months ended September 30, 2026 and 2025, respectively, were invoiced in Euros. Approximately 79.2% and 78.1% of international revenue for thenine months ended September 30, 2026 and 2025, respectively, were invoiced in Euros. A breakdown of the Company’s revenue from U.S. and international sources for the three and nine months ended September 30, 2026 and 2025, respectively, is as follows:

Inventories

Inventories are stated at the lower of cost and net realizable value, using the first-in, first-out, or FIFO, method. The Company records adjustments to inventory for potentially excess, obsolete, slow-moving or impaired items, and losses on firm purchase commitments as a component of cost of sales in the consolidated statements of comprehensive loss. The Company recorded noncurrent inventory related to inventories that are expected to be realized or consumed after one year of $4,183 and $966 as of September 30, 2026 and December 31, 2025, respectively. Noncurrent inventories are primarily related to raw materials purchased in bulk to support long-term expected repairs to reduce costs and are classified in other assets. Inventories that are considered current consist of the following:

Property and equipment

Expenditures for additions, improvements and replacements are capitalized and depreciated to a salvage value of $0. Depreciation and amortization expense for property and equipment was $876 and $970 for thethree months ended September 30, 2026 and 2025, respectively, and $2,826 and $2,976 for thenine months ended September 30, 2026 and 2025, respectively. Accumulated depreciation and amortization for property and equipment was $17,953 and $15,863 as of September 30, 2026 and December 31, 2025, respectively.

Long-lived assets

The Company accounts for the impairment and disposition of long-lived assets in accordance with Accounting Standards Codification, or ASC, 360— Property, Plant, and Equipment. Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairments were recorded for thenine months ended September 30, 2026 and 2025.

Goodwill and other identifiable intangible assets

Goodwill

In August 2026, the Company experienced a decline in its public stock price that resulted in its market capitalization falling below its carrying amount (stockholders' equity). This decline was deemed by management to be other than temporary as the quarter progressed, requiring a quantitative analysis to be performed during the quarter ended September 30, 2026. The Company used a discounted cash flow analysis based on Level 3 inputs and determined that the goodwill carrying amount exceeded its fair value and, as a result, an impairment charge of $10,559 was recorded for thethree months ended September 30, 2026.

The changes in the carrying amount of goodwill for thenine months ended September 30, 2026 were as follows:

(1) Includes $43,453 and $32,894 of accumulated impairment losses as of September 30, 2026 and December 31, 2025, respectively.

Intangible assets

Intangible assets as of September 30, 2026 and December 31, 2025 consisted of the following:

Annual estimated amortization expense for each of the succeeding fiscal years is as follows:

Current liabilities

Accounts payable and accrued expenses as of September 30, 2026 and December 31, 2025 consisted of the following:

Accrued payroll as of September 30, 2026 and December 31, 2025 consisted of the following:

6. Leases

The Company has entered into operating leases primarily for commercial buildings. These leases have terms that range fromtwo years to 11 years, some of which include options toextend the leases for up tofive years. Rent expense, including short-term lease cost, was $982 and $972 for thethree months ended September 30, 2026 and 2025, respectively, and $2,931 and $2,888 for thenine months ended September 30, 2026 and 2025, respectively.

In July 2023, the Company entered into an Assignment and Assumption of Lease Agreement in which a third party, referred to as the Assignee, assumed the rights, title, and interest in the lease, including assumption of lease payments. Commencing February 1, 2024 and ending May 31, 2031, the Assignee assumed responsibility for the monthly lease payments. Notwithstanding the Assignee's assumption of lease payments, the Company remains the primary obligor under the lease to the landlord.

Lease payments assumed by the Assignee are:

Information related to the Company's right-of-use assets and related operating lease liabilities were as follows:

7. Loss per share

Loss per share, or EPS, is computed in accordance with ASC 260— Earnings per Share and is calculated using the weighted-average number of shares of common stock outstanding during each period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents (which can include dilution of outstanding stock options and restricted stock units, or RSUs) unless the effect is to reduce a loss or increase the income per share. For purposes of this calculation, common stock subject to repurchase by the Company, options, and other dilutive awards are considered to be common stock equivalents and are only included in the calculation of diluted loss per share when their effect is dilutive.

Basic loss per share is calculated using the Company's weighted-average outstanding shares of common stock. Diluted loss per share is calculated using the Company's weighted-average outstanding shares of common stock including the dilutive effect of stock awards as determined under the treasury stock method.

The computation of EPS is as follows:

(1)Unvested RSUs are not included as shares outstanding in the calculation of basic earnings per share. Vested RSUs are included in basic earnings per share if all vesting and performance criteria have been met. Performance-based RSUs are included in the number of shares used to calculate diluted earnings per share as long as all applicable performance criteria are met, and their effect is dilutive.

(2)Due to net losses for thethree and nine months ended September 30, 2026 and September 30, 2025, diluted loss per share is the same as basic loss per share.

8. Income taxes

The Company accounts for income taxes in accordance with ASC 740— Income Taxes. Under ASC 740, income taxes are recognized for the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. As of December 31, 2025, the Company recorded a full valuation allowance of $70,474. As of September 30, 2026, the Company continued to record a valuation allowance against its domestic and certain foreign deferred tax assets.

The Company accounts for uncertainties in income tax in accordance with ASC 740-10— Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This accounting standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company recognizes interest and penalties on taxes, within its income tax provision on its consolidated statements of comprehensive loss.

9. Stockholders’ equity

The Company has a 2014 Equity Incentive Plan, or the 2014 Plan, under which the Company granted RSUs, restricted stock awards, performance units, performance shares, and options to purchase shares of its common stock. As of September 30, 2026, no awards with respect to shares of the Company’s common stock were outstanding under the 2014 Plan.

The Company has an Amended and Restated 2023 Equity Incentive Plan, or the 2023 Plan, that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, RSUs, restricted stock awards, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations’ employees and consultants. As of September 30, 2026, awards with respect to 2,564,502 shares of the Company's common stock were outstanding, and 1,656,570 shares of common stock remained available for issuance under the 2023 Plan.

During the first nine months of 2026, the Company granted RSUs to induce three employees to accept employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The RSUs, which were not granted under the 2023 Plan, cover an aggregate of up to 411,897 shares of common stock, comprised of (i)261,897 time-based RSUs that will vest over a three-year service period, and (ii) up to 150,000 performance-based RSUs that will vest based on the Company's achievement of specified performance goals.

The Company previously granted RSUs to induce an employee to accept employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of September 30, 2026, no awards with respect to shares of the Company's common stock were outstanding pursuant to such inducement grant.

Stock incentive awards

The Company grants RSUs under the 2023 Plan and also made inducement grants of RSUs outside the 2023 Plan in the first nine months of 2026. All such RSUs vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance criteria. RSUs are subject to forfeiture if the holder’s services to the Company terminate before vesting.

RSUs granted with only time-based service vesting conditions generally vest over three-year and four-year service periods, as defined in the terms of each award. RSUs that vest based on the satisfaction of time-based service conditions combined with performance criteria generally vest over athree-year service and performance period, based on performance and/or market conditions established at the time of the award. The portion of the RSU award that is earned may equal or be more or less than the targeted number of shares subject to the RSU award, depending on whether the performance criteria are met.

RSU activity for thenine months ended September 30, 2026 is summarized below:

(1) Outstanding RSUs are based on the maximum payout of the targeted number of shares.

As of September 30, 2026, the unrecognized compensation cost related to unvested employee RSUs was $10,013, excluding estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 1.9 years.

Employee stock purchase plan

The Company’s 2014 Employee Stock Purchase Plan, or ESPP, provides all eligible employees the option to purchase shares of the Company’s common stock at a discount through payroll deductions. The expense recognized for shares purchased under the ESPP is equal to the 15% discount the employee receives. As of September 30, 2026, a total of 652,885 shares of common stock were available for future purchase under the ESPP. In the first quarter of 2026, an additional 179,069 shares of common stock were reserved for issuance pursuant to future ESPP purchasesas a result of the annual evergreen increase under the ESPP.

Stock-based compensation

Stock-based compensation expense recognized for thethree and nine months ended September 30, 2026 and 2025, was as follows:

Stock-based compensation expense was calculated based on awards of RSUs expected to vest based on the Company’s historical award cancellations. ASC 718— Compensation-Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

For thethree and nine months ended September 30, 2026 and 2025, respectively, stock-based compensation expense recognized under ASC 718, included in cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense was as follows:

Share repurchase program

In February 2026, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30,000 of its outstanding common stock. The program expires on December 31, 2027, or when the maximum authorized dollar amount has been utilized, whichever occurs first. Repurchases under the program may be made from time to time through open market purchases at prevailing market prices, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, including through Rule 10b5-1 trading plans. The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. During thenine months ended September 30, 2026, the Company repurchased and subsequently retired 1,786,850 shares of common stock at an average purchase price per share of $6.29, inclusive of broker commissions, for an aggregate purchase price of $11,247. As of September 30, 2026, the Company had $18,753 remaining under its share repurchase program.

As further described in Note 13, effective November 2, 2026, the Company amended its share repurchase program to increase the aggregate repurchase authorization to $45,000 and extended the program’s expiration date to June 30, 2028. All other terms of the program remain unchanged.

10. Commitments and contingencies

Purchase obligations

The Company had approximately $68,945 of outstanding purchase orders due within one year with its outside vendors and suppliers as of September 30, 2026. The Company had $147 and $427 accrued within accounts payable and other accrued expenses in the consolidated balance sheet as of September 30, 2026 and December 31, 2025, respectively, related to estimated losses for firm commitment contractual obligations under these agreements. Losses on these firm commitment contractual obligations are recognized based upon the terms of the respective agreement and similar factors considered for the write-down of inventory, including expected sales requirements as determined by internal sales forecasts.

Warranty obligation

The following table identifies the changes in the Company’s aggregate product warranty liabilities for the nine-month and 12-month periods ended September 30, 2026 and December 31, 2025, respectively:

Contract liabilities

Contract liabilities primarily consist of short- and long-term deferred revenue related to lifetime warranties on direct-to-consumer sales revenue when cash payments are received in advance of services performed under the contract. The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product or service purchase. The decrease in deferred revenue related to lifetime warranties for the nine months ended September 30, 2026 was primarily driven by $2,546 of revenue recognized that was included in the deferred revenue balances as of December 31, 2025, partially offset by $673 of payments received in advance of satisfying performance obligations. Deferred revenue related to lifetime warranties was $4,947 and $6,820 as of September 30, 2026 and December 31, 2025, respectively, and is classified within deferred revenue - current and deferred revenue - noncurrent in the consolidated balance sheets.

Legislation and HIPAA

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Compliance with government laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, was enacted to ensure health insurance portability, reduce healthcare fraud and abuse, establish standards for security and privacy of health information, and enforce standards for health information. The Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, in part, imposes notification requirements of certain security breaches relating to protected health information. The Company is not aware of any pending claims against it under the HIPAA and HITECH regulations that are applicable to the Company’s business.

Legal proceedings

The Company is party to various legal proceedings and investigations arising in the normal course of business. The Company carries insurance, subject to specified deductibles under the policies, to protect against losses from certain types of legal claims. At this time, the Company does not anticipate that any of these proceedings arising in the normal course of business will have a material adverse effect on the Company’s business. 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.

11. Foreign currency exchange contracts and hedging

As of September 30, 2026, the Company’s total non-designated and designated derivative contracts had notional amounts totaling approximately $27,843 and $1,275, respectively. As of September 30, 2025, the Company's total non-designated and designated derivative contracts had notional amounts totaling approximately $1,550 and $6,217, respectively. These contracts were comprised of offsetting contracts with the same counterparty, and each expires within two months. During thenine months ended September 30, 2026, these contracts had, net of tax, an unrealized gain of $47. During thenine months ended September 30, 2025, these contracts had, net of tax, an unrealized loss of $645.

The nonperformance risk of the Company and the counterparty did not have a material impact on the fair value of the derivatives. During the nine months ended September 30, 2026, there wereno ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates. During thenine months ended September 30, 2025, there wereno ineffective portions related to these hedges. As of September 30, 2026, the Company hadtwo designated hedges andfour non-designated hedges. As of September 30, 2025, the Company hadthree designated hedges andone non-designated hedge.

See Note 4, Fair value measurements, for the fair value and location of these instruments in the consolidated balance sheets.

12. Segments

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Company's chief operating decision makers, or CODM. Based on the criteria established by ASC 280 — Segment Reporting, the Company’s CODM has been identified as the executive leadership team, or ELT, which includes the Chief Executive Officer and the Chief Financial Officer. The ELT reviews a monthly executive reporting package based on consolidated results of the Company when making decisions about allocating resources and assessing performance. The Company determined that it operates and reports in only one operating and reportable segment. The CODM assesses performance for the one operating and reportable segment and decides how to allocate resources based on the segment profit or loss measure, net loss from continuing operations. The measure of segment assets is reported on the balance sheet as “total assets.”The CODM uses net loss from continuing operations predominantly in the annual budget and forecasting process and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources. Net loss from continuing operations for the Company’sone operating and reportable segment is reported on the consolidated statements of comprehensive loss. The Company evaluated the monthly executive reporting package and did not identify any significant or other expenses for disclosure that are not already presented on the consolidated statements of comprehensive loss. Segment information is presented on a continuing-operations basis and excludes the rental business classified as discontinued operations. Comparative-period segment information has been recast to conform to the current-period presentation. See Note 3, Discontinued Operations.

13. Subsequent Events

On September 28, 2026, the Company’s Board of Directors approved an amendment to the Company’s existing share repurchase program as described in Note 9. The amendment became effective upon the closing of the Transaction on November 2, 2026, increasing the aggregate repurchase authorization to $45,000 and extending the program’s expiration date to June 30, 2028. All other terms of the program remain unchanged.

On November 2, 2026, the Company completed the Transaction for an aggregate purchase price of up to $24,800, payable in six installments commencing on January 4, 2027 and subject to a post-closing reconciliation. See Note 3 for additional information.

On November 5, 2026, subsequent to September 30, 2026, the Company's Board of Directors approved a cost reduction program designed to align the Company's cost structure and organizational resources with its go-forward operations following the divestiture of its U.S. rental business. The program is expected to include initiatives intended to reduce operating costs, prioritize investments and improve organizational efficiency. The Company expects the program to be substantially completed by the end of 2027.

The Company expects the program to generate approximately $20,000 of annualized cost savings, with approximately half of the savings to be realized in the fourth quarter of 2026 and the remainder throughout 2027. The Company is currently evaluating the charges expected to be incurred in connection with the program, including employee severance and other termination-related costs, facility-related costs and other costs associated with implementing the program, and is unable to reasonably estimate the amount or range of such charges and associated cash expenditures at this time. Because the program was approved subsequent to September 30, 2026, no amounts associated with the program have been recognized in the Company's consolidated financial statements as of September 30, 2026.