10x Genomics, Inc.

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1. Description of Business and Basis of Presentation

Organization and Description of Business

10x Genomics, Inc. (the “Company”) is a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biology. The Company’s integrated research solutions include the Company’s single cell instruments, which include the Company’s Chromium instruments, and the Company's Spatial instruments, which include the Company’s Visium CytAssist and Xenium Analyzer instruments, and the Company’s consumables which include proprietary microfluidic chips, slides, reagents and other consumables for the Company’s Chromium, Visium and Xenium solutions. The Company bundles its software with these products to guide customers through the workflow, from sample preparation through analysis and visualization. Customers purchase instruments and consumables from the Company for use in their experiments. The Company was incorporated in the state of Delaware in July 2012 and began commercial and manufacturing operations and selling its instruments and consumables in 2015. The Company is headquartered in Pleasanton, California and has wholly-owned subsidiaries in Asia, Europe, Oceania and North America.

Basis of Presentation

The accompanying condensed consolidated financial statements, which include the Company’s accounts and the accounts of its wholly-owned subsidiaries, are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements of the Company at that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. All intercompany transactions and balances have been eliminated. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025 included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 12, 2026 (“Annual Report”).

2. Summary of Significant Accounting Policies

There were no material changes in the Company’s significant accounting policies during the six months ended June 30, 2026 except for the addition of the policy below for business combinations. See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report for information regarding the Company’s significant accounting policies.

Business Combinations

Under the acquisition method of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. These valuations require the Company to make estimates and assumptions, especially with respect to intangible assets. The Company records the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. Costs that the Company incurs to complete the business combination, such as legal and other professional fees, are expensed as they are incurred.

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period (not to exceed a year from the date of acquisition), the Company reports provisional amounts in its financial statements. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The Company records these adjustments to the provisional amounts with a corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in the consolidated statements of operations.

Segment Information

The Company operates as a single operating and reportable segment. The Company’s single reportable segment consists of its integrated research solutions, including instruments, consumables and related software for single cell and spatial analysis. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance. The CODM evaluates the Company’s performance and allocates resources based on consolidated operating results, including loss from operations. The significant segment expenses regularly provided to and reviewed by the CODM are consistent with the expense categories presented in the consolidated statements of operations.

Revenue Recognition

Products and Services Revenue

The Company generates revenue from sales of products, which consist of instruments and consumables, and services. Revenue from product sales is recognized when control of the product is transferred, which is generally upon shipment to the customer. Instrument service agreements, which relate to extended warranties, are typically entered into for aone-year term, following the expiration of the standardone-year warranty period. Revenue for extended warranties is recognized ratably over the term of the extended warranty period as a stand ready performance obligation. Revenue is recorded net of discounts, distributor commissions and sales taxes collected on behalf of governmental authorities. Customers are invoiced generally upon shipment, or upon order for services, and payment is typically due within 30 days. Cash received from customers in advance of product shipments or the provision of services is recorded as a contract liability. The Company’s contracts with its customers generally do not include rights of return or a significant financing component.

The Company regularly enters into contracts that include various combinations of products and services which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. The Company determines standalone selling price using average selling prices with consideration of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts.

The Company has agreements with third parties that include up-front fees and royalties. Revenue related to the delivery of intellectual property is recognized when the license is delivered to the third parties. Royalty revenue is recognized when the underlying sales occur. If the reporting of the actual sales from the Company’s licensees occurs after the Company’s reporting date, the Company estimates the royalty revenue receivable at the reporting date and adjusts for any changes in estimates in the following period.

Recently Issued Accounting Pronouncement and Disclosure Rules

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025 issued ASU 2025-01, Clarifying the Effective Date ("ASU 2025-01") to provide clarification as to the effective date. ASU 2024-03 requires disaggregated disclosure of income statement expenses. ASU 2024-03 does not change the expense captions currently presented on the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03, as amended by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. ASU 2024-03 can be applied on a prospective basis; however, retrospective application is permitted. Early adoption is permitted. As ASU 2024-03 only requires additional disclosure, it will not have a material impact on the Company's financial condition and results of operations.

3. Acquisition

On June 8, 2026, the Company entered into a stock purchase agreement (“SPA”) to acquire 100% of the outstanding shares of common stock of Proteintech Genomics, Inc. (“PTG”), a division of Proteintech Group, Inc. (“Proteintech”), for $6.1 million in cash. PTG specializes in developing high-plex proteomic solutions for single cell and spatial applications on 10x platforms. The acquisition is expected to expand the Company’s proteomics capabilities.

Concurrently with the SPA, the Company and Proteintech entered into a supply agreement under which Proteintech will supply products to the Company for use in single-cell and spatial analysis. The supply agreement was accounted for separately from the acquisition of the PTG business. The total consideration paid for the supply agreement and the PTG business was allocated based on the relative fair value of each component, with the fair value of the supply agreement determined by using the income approach and the fair value of PTG’s enterprise value determined by using the net asset value method. Based on the allocation, $12.4 million related to the supply agreement was recorded in “Other noncurrent assets” and “Prepaid expenses and other current assets” in the condensed consolidated balance sheets. The amount allocated to the supply agreement will be reclassified to inventory as quantities are purchased over a 10-year period. $6.1 million was allocated to the PTG business.

The fair value measurements used to allocate the total consideration between the supply agreement and the PTG business, as described above, are classified as Level 3 within the fair value hierarchy, as they are based on significant unobservable inputs, including management's estimates of future purchase volumes, contractual and market pricing, and a discount rate.

The acquisition of the PTG business was accounted for as a business combination using the acquisition method of accounting.

The purchase price consideration was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess of the purchase consideration over the estimated fair value of the identifiable net assets acquired recorded as goodwill as summarized below (in thousands):

The fair value of the developed technology was estimated using a cost approach, reflecting the estimated current cost to recreate the technology with comparable functionality and utility. The developed technology intangible asset will be amortized on a straight-line basis over its estimated useful life of 10 years. Because these inputs involve significant judgment and are not observable in the market, the fair value measurement is classified as Level 3 within the fair value hierarchy. See Note 4, Other Financial Statement Information, for additional information regarding the intangible assets acquired.

The goodwill is primarily attributable to PTG’s specialized assembled workforce and expected future synergies from combining operations. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

The purchase price allocation is preliminary and remains subject to adjustment during the measurement period, which may extend for up to one year from the acquisition date.

During the three months ended June 30, 2026, the Company incurred acquisition-related transaction costs of approximately $1.0 million which were expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations. Pro forma information for the acquisition above has not been presented as the impact of this acquisition is not material to the Company’s financial statements.

Contingent Consideration

In 2025, the Company completed the asset acquisition of Scale Biosciences, Inc. (“Scale Bio”) and recorded contingent consideration and assumed liabilities related to the potential achievement of certain milestones. In the first quarter of 2026, the Company made a milestone payment consisting of $10.0 million in cash and $8.7 million in shares (396,584 shares) of the Company’s Class A common stock in connection with a technology transfer completed in the third quarter of 2025. In the future, the Company may pay up to $30.0 million of contingent consideration and assumed liabilities if certain milestones are met. The Company determined that the contingent consideration and certain assumed liabilities are within the scope of ASC 480, Distinguishing Liabilities from Equity, because the related obligations may be settled in cash or shares of the Company’s Class A common stock, at the Company’s election.

The Company measures the contingent consideration and certain assumed liabilities at fair value on a recurring basis. They are valued using a probability-weighted discounted cash flow approach, which reflects management’s estimates of future outcomes, timing of payments and discount rates. Because these inputs involve significant judgment, the fair value measurements are classified as Level 3 within the fair value hierarchy.

The following table sets forth a summary of the changes in the fair value of the Company’s contingent consideration and certain assumed liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions (in thousands):

(1) Includes the impact recognized upon cash settlement.

Cash payments totaling $0.6 million made to third parties that were outside of the scope of ASC 480 were not included in the above table.

4. Other Financial Statement Information

Available-for-sale Securities

Available-for-sale securities consisted of the following (in thousands):

The contractual maturities of marketable securities as of June 30, 2026 were all less than one year.

The available-for-sale debt securities are subject to a periodic impairment review. For investments in an unrealized loss position, the Company determines whether a credit loss exists by considering information about the collectability of the instrument, current market conditions and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend to sell the investment before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in “Other expense, net,” and unrealized losses not related to credit losses are recognized in “Other comprehensive income (loss).” There are no allowances for credit losses for the periods presented.

Inventory

Inventory was comprised of the following (in thousands):

Property and Equipment, Net

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

During the six months ended June 30, 2025, the Company recorded impairment charges of $0.1 million related to equipment. The impairment charge was triggered by a decision to discontinue an engineering project.

Intangible Assets, Net

Intangible assets, net consisted of the following (dollars in thousands):

During the three months ended June 30, 2026, the Company recorded developed technology of $3.7 million in connection with the PTG acquisition with an estimated useful life of 10 years. The amortization of developed technology is recorded in cost of revenue. See Note 3, Acquisition, for details related to the intangible asset acquired.

Compensation and Related Benefits

Accrued compensation and related benefits were comprised of the following (in thousands):

Accrued Expenses and Other Current Liabilities

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

Product Warranties

Changes in the reserve for product warranties were as follows (in thousands):

Revenue and Deferred Revenue

As of June 30, 2026, the aggregate amount of remaining performance obligations primarily related to separately sold extended warranty service agreements or allocated amounts for extended warranty service agreements bundled with sales of instruments was $33.3 million, of which approximately $23.6 million is expected to be recognized as revenue in the next 12 months, with the remainder thereafter. The contract liabilities of $33.3 million and $34.4 million as of June 30, 2026 and December 31, 2025, respectively, primarily consisted of deferred revenue related to extended warranty service agreements.

The following table represents revenue by source for the periods indicated (in thousands). Spatial includes the Company’s Visium and Xenium products:

The following table presents revenue by geography based on the location of the customer for the periods indicated (in thousands):

(1) Includes license and royalty revenue.

In May 2026, the Company settled its patent litigation with Takara Bio USA Holdings, Inc. (“Takara”) and recorded $1.6 million of license and royalty revenue in the three and six months ended June 30, 2026. In February 2025, the Company settled its worldwide patent litigation with Vizgen, Inc. (“Vizgen”). As part of the settlement agreement with Vizgen, the

Company recorded $16.8 million of license and royalty revenue in the six months ended June 30, 2025. In May 2025, the Company entered into a settlement agreement and license agreements with Bruker Corporation (“Bruker”). Under the settlement agreement with Bruker, the Company recorded $27.3 million of license and royalty revenue in the three and six months ended June 30, 2025.

Other Income (Expense), Net

Other income (expense), net consists of gains and losses from foreign currency remeasurements and changes in fair value of the contingent consideration related to the Scale acquisition. The Company recognized foreign currency transaction losses of $0.4 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and foreign currency transaction income of $2.3 million and $3.7 million for the three and six months ended June 30, 2025, respectively. The Company recognized a $3.5 million loss resulting from the change in fair value of the contingent consideration related to the Scale acquisition in the three and six months ended June 30, 2026.

5. Commitments and Contingencies

Lease Agreements

The Company leases office, laboratory, manufacturing, distribution and server space in various locations worldwide.

The payments due under the Company’s operating lease liabilities as of June 30, 2026 are as follows (in thousands):

The following table summarizes additional information related to the Company’s operating leases:

Litigation

The Company is regularly subject to lawsuits, claims, arbitration proceedings, administrative actions and other legal and regulatory proceedings involving intellectual property disputes, commercial disputes, competition and other matters, and the Company may become subject to additional types of lawsuits, claims, arbitration proceedings, administrative actions, government investigations and legal and regulatory proceedings in the future. As of June 30, 2026, the Company has concluded that a loss is not probable and a contingent liability has not been recorded.

Parse

In August 2022, the Company filed suit against Parse Biosciences, Inc. (“Parse”) in the U.S. District Court for the District of Delaware alleging that Parse’s Evercode Whole Transcriptomics products and ATAC-seq products infringe U.S. Patent Nos.

10,155,981 (the “981 patent”), 10,697,013 (the “013 patent”), 10,240,197 (the “197 patent”), 10,150,995 (the “995 patent”), 10,619,207 (the “207 patent”) and 10,738,357 (the “357 patent”). In February 2025, the Court entered a consent judgment and permanent injunction against Parse with respect to the 995, 207 and 357 patents relating to ATAC-seq. Parse filed petitions for Inter Partes Review (“IPR”) of the 981, 197 and 013 patents which were found unpatentable by the Patent Trial and Appeal Board in February 2025. The Company strongly disagrees with those decisions and has appealed. Oral arguments in the appeal were heard in June 2026. The District Court case is stayed pending the outcome of the appeals.

In August 2025, the Company acquired Scale Bio. Scale Bio and Parse are parties in a litigation in the U.S. District Court for the District of Delaware in which Scale Bio is asserting that Parse’s Evercode products infringe U.S. Patent Nos. 10,626,442, 10,982,256, 11,512,341 and 11,634,752 (the “752 patent”) and Parse is asserting the Scale Bio’s single cell sequencing products infringe U.S. Patent Nos. 10,900,065, 11,168,355 and 11,427,856 (the “Asserted Parse Patents”). In February 2025, the parties filed a stipulation agreeing that Scale Bio’s High Throughput Assay and methods of using such assays do not infringe the Asserted Parse Patents, and dismissing such claims. In October 2025, the Court entered summary judgment that the 752 patent is invalid. The Company strongly disagrees with this decision and plans to appeal. In November 2025, the Court entered summary judgment that the accused Scale Bio products do not infringe the Asserted Parse Patents, and in June 2026 the Court entered summary judgment that the Asserted Parse Patents are invalid. Additional summary judgment motions are pending. Trial is scheduled for August 2026.

Takara (Curio)

Takara and the Company were previously engaged in litigation in multiple jurisdictions involving Takara’s Seeker and Trekker products. In May 2026, the Company and Takara resolved all outstanding litigation between the two companies. All claims in the litigation have been dismissed with prejudice.

Illumina

In October 2025, the Company filed suit against Illumina, Inc. (“Illumina”) in the U.S. District Court for the District of Delaware. In a first suit, the Company alleges Illumina’s announced spatial technology program infringes U.S. Patent Nos. 11,008,607, 11,549,138, 12,234,505 and 12,297,487. In a second suit, the Company alleges Illumina’s single cell kits and workflow infringe U.S. Patent Nos. 11,692,214, 11,932,902, 12,275,993, 12,305,239 and 12,416,192. Trial in the first suit is scheduled for January 2028. Trial in the second cell suit is scheduled for April 2028.

Element

In May 2026, the Company filed a suit against Element Biosciences, Inc. (“Element”) in the U.S. District Court for the District of Delaware alleging that the Element Aviti24 device and associated kits and reagents infringe U.S. Patent Nos. 11,021,737, 11,566,276, 11,566,277, and 12,264,358. Element filed a partial motion to dismiss in July 2026 and has not yet answered the Complaint. No schedule has been set.

In May 2026, the Company filed a suit in the Munich Local Division of the UPC alleging that the Element Aviti24 device and associated kits and reagents infringe EP 4249605 and EP 4491741. In July 2026, Element filed an opposition in the European Patent Office challenging the validity of the EP 741 patent.

Spatial Genomics

In August 2026, Spatial Genomics, Inc. (“SG”) and the California Institute of Technology (“Caltech”) filed suit against the Company in the U.S. District Court for the District of Delaware alleging that the Company's Xenium platform infringes U.S. Patent Nos. 10,457,980, 11,473,129, 12,305,224, 12,601,007 and 12,630,868. SG and Caltech seek, among other relief, injunctive relief and unspecified damages (including attorneys' fees) in relation to the Company's making, using, selling, offering to sell, exporting and/or importing into the United States the Xenium platform and associated instruments, reagents, components and services. The Company believes SG and Caltech's claims are meritless and intends to vigorously defend itself.

6. Capital Stock

As of June 30, 2026, the number of shares of Class A common stock and Class B common stock issued and outstanding were 120,203,444 and 10,078,872, respectively.

7. Equity Incentive Plans

Stock-based Compensation

The Company recorded stock-based compensation expense for the periods presented as follows (in thousands):

Restricted Stock Units

Restricted stock units (“RSUs”) activity for the six months ended June 30, 2026 was as follows:

Stock Options

Stock option activity for the six months ended June 30, 2026 was as follows:

Performance Stock Awards

In February 2026, the Company granted 396,060 performance stock units (“2026 PSUs”) under the 2019 Omnibus Incentive Plan (“2019 Plan”) to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:

i.50% of target 2026 PSUs earned will be based on the Company’s compound annual growth rate (“CAGR”) of the Company’s revenue over atwo-year performance period from January 1, 2026 to December 31, 2027. Holders may earn from 0% to 200% of the target amount of shares and earned 2026 PSUs will then be subject to service-based vesting; and

ii.50% of target 2026 PSUs earned will be based on the relative Total Shareholder Return (“TSR”) of the Company’s Class A common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over athree-year performance period from January 1, 2026 to December 31, 2028. Depending on the results relative to the TSR market condition, the holders may earn from 0% to 200% of the target amount of shares which will vest at the end of the performance period.

The 2026 PSUs will be forfeited if the performance conditions are not achieved at the end of the relative performance periods as described above. The vesting of the 2026 PSUs can also be triggered upon certain change in control events or in the event of death or disability.

The weighted-average grant date fair values of the 2026 PSUs for the CAGR and TSR components were $22.13 and $35.88 per share, respectively. Stock-based compensation expense recognized for the TSR component of the 2026 PSUs was $0.6 million and $0.8 million for the three and six months ended June 30, 2026. The vesting of the CAGR component of the 2026 PSUs was deemed not probable of vesting as of June 30, 2026, which resulted inno stock-based compensation expense recognized for the three and six months ended June 30, 2026.

The Company estimated the weighted-average grant date fair values of shares granted under the TSR component of the 2026 PSUs using a Monte Carlo simulation model with the following assumptions:

In March 2025, the Company granted 561,603 PSUs (“2025 PSUs”) under the 2019 Plan to certain members of management, which are subject to the achievement of certain market-condition and performance-condition goals established by the Company’s Compensation Committee of the Board of Directors.

As of June 30, 2026, the measurement periods for the 2026 and 2025 PSUs were not completed and the market and performance criteria for the stock awards were not met and therefore no shares vested or became exercisable.

2019 Employee Stock Purchase Plan

As of June 30, 2026, a total of 6,186,502 shares of Class A common stock were reserved for issuance under the 2019 Employee Stock Purchase Plan (“ESPP”). The price at which Class A common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower.

During the three months ended June 30, 2026 and 2025,213,541 and 446,766 shares of Class A common stock, respectively, were issued under the ESPP. As of June 30, 2026, there were 4,287,045 shares available for issuance under the ESPP.

8. Net Income (Loss) Per Share

The Company computes net income (loss) per share attributable to common stockholders using the two-class method required for multiple classes of common stock and participating securities. The holders of our Class A and Class B common stock (together, "common stock") have identical liquidation and dividend rights but different voting rights. Accordingly, the Company presents net income (loss) per share for Class A and Class B common stock together.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive.

The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data):

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have had an anti-dilutive effect: