Natera, Inc. (NTRA)

CIK: 0001604821. SIC: 8071 Services-Medical Laboratories. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Services > SIC Major Group 80 > SIC 8071 Services-Medical Laboratories

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1604821. Latest filing source: 0001104659-26-020881.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001604821.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001604821.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-032478.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this report. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 27, 2026.

Overview

We are a diagnostics company with proprietary molecular and bioinformatics technology that we are applying to change disease management worldwide. Our cell-free DNA ("cfDNA") technology combines our novel molecular assays, which reliably measure many informative regions across the genome, from samples as small as a single cell, with our statistical algorithms that incorporate data available from the broader scientific community to identify genetic variations, covering a wide range of serious conditions with high accuracy and coverage. We aim to make personalized genetic testing and diagnostics part of the standard of care to protect health and inform earlier and provide more targeted interventions that help lead to longer, healthier lives.

We provide a comprehensive suite of products to improve patient care outcomes in three main areas of healthcare – oncology, women’s health, and organ health. We generate the majority of our revenues from the sale of Panorama, our non-invasive prenatal test (“NIPT”) and Horizon, our genetic carrier screening test. In addition to Panorama, our product offerings in women’s health include Fetal Focus, our noninvasive prenatal test for single-gene inherited conditions, Vistara, our single-gene NIPT that screens for conditions that may affect quality of life, and Anora, our test to help determine underlying reasons for occurrence of miscarriage, and Empower, our hereditary cancer screening test which we also offer through our oncology sales channel. In oncology, we offer Signatera, our personalized ctDNA blood test for MRD assessment, early recurrence monitoring, and evaluation of treatment response in patients previously diagnosed with cancer. We also offer Latitude, our blood-based MRD test for colorectal cancer that does not require a tumor tissue sample, as well as Altera, a comprehensive genomic profiling test to support treatment decisions and therapy selection.

We process tests in our laboratories certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, primarily in Austin, Texas and San Carlos, California; our laboratory in Boulder, Colorado performs clinical trials testing. A portion of our testing is performed by third-party laboratories. Our customers include independent laboratories, national and regional reference laboratories, medical centers and physician practices for our screening tests, and research laboratories and pharmaceutical companies. We market and sell our tests through our direct sales force and, for our women’s health tests, through our laboratory distribution partners. We bill clinics, laboratory distribution partners, patients, pharmaceutical companies and insurance payers for the tests we perform. In cases where we bill laboratory distribution partners, our partners in turn bill clinics, patients and insurers. The majority of our revenue comes from insurers with whom we have in-network contracts. Such insurers reimburse us for our tests pursuant to our in-network contracts with them, based on positive coverage determinations, which means that the insurer has determined that the test in general is medically necessary for this category of patient.

In addition to offering tests to be performed at our laboratories, either directly or through our laboratory distribution partners, we also establish licensing arrangements with laboratories under Constellation, our cloud-based distribution model, whereby our laboratory licensees run the molecular workflows themselves and then access our bioinformatics algorithms through our cloud-based software. This cloud-based distribution model results in lower revenues and gross profit per test than cases in which we process a test ourselves; however, because we do not incur the costs of processing the tests, our costs per test under this model are also lower.

The principal focus of our commercial operations is to offer our tests through both our direct sales force and laboratory distribution partners. The number of tests that we accession is a key indicator that we use to assess our business. A test is accessioned when we receive the test at our laboratory, the relevant information about the test is entered into our computer system, and the test sample is routed into the appropriate workflow. This number is a subset of the number of tests that we process. The number of tests that we process is a key metric as it tracks overall volume growth.

During the three months ended March 31, 2026, we processed approximately 1,013,600 tests, comprised of approximately 999,200 tests accessioned in our laboratory, compared to approximately 855,100 tests processed, comprised of approximately 840,800 tests accessioned in our laboratory, during the three months ended March 31, 2025. This increase

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in volume primarily represents continued commercial growth of Signatera, Panorama and Horizon, both as tests performed in our laboratories as well as through our Constellation software platform.

The percent of our revenues attributable to our U.S. direct sales force for the three months ended March 31, 2026 was 96%, consistent with 96% for the three months ended March 31, 2025. The percent of our revenues attributable to U.S. laboratory distribution partners for the three months ended March 31, 2026 was 3%, an increase compared to 2% from the same period in the prior year. Our ability to increase our revenues and gross profit will depend on our ability to further penetrate the U.S. market with our direct sales force. The percent of our revenues attributable to international laboratory distribution partners and other international sales for the three months ended March 31, 2026 and 2025 was 1% and 2%, respectively.

For the three months ended March 31, 2026, total revenues were $696.6 million compared to $501.8 million in the three months ended March 31, 2025. Product revenues accounted for $693.9 million, nearly 100% of total revenues for the three months ended March 31, 2026 compared to $500.0 million, representing nearly 100% of total revenues for the three months ended March 31, 2025. For the three months ended March 31, 2026 and 2025, no customers exceeded 10% of the total revenues on an individual basis. Revenues from customers outside the United States were $11.0 million, representing approximately 2% of total revenues for the three months ended March 31, 2026. For the three months ended March 31, 2025, revenues from customers outside the United States were $9.5 million, representing approximately 2% total revenues. Most of our revenues have been denominated in U.S. dollars, though we generate some revenue in foreign currency, primarily denominated in Euros and Singapore Dollars.

Our net loss for the three months ended March 31, 2026 and 2025 was $85.1 million and $66.9 million, respectively. This included non-cash stock compensation expense of $95.1 million and $77.8 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $2.9 billion.

Components of the Results of Operations

Revenues

Product Revenues

We generate revenues from the sale of our tests, primarily from the sale of our Signatera, Panorama and Horizon tests. Our two primary distribution channels are our direct sales force and our laboratory partners. In cases where we promote our tests through our direct sales force, we generally bill directly to a patient, clinic or insurance carrier, or a combination of the insurance carrier and patient, for the fees.

Sales of our clinical tests are recorded as product revenues. Revenues recognized from tests processed through our Constellation model, and from our strategic partnership agreements, are reported in licensing and other revenues.

In cases where we sell our tests through our laboratory partners, the majority of our laboratory partners bill the patient, clinic or insurance carrier for the performance of our tests, and we are entitled to either a fixed price per test or a percentage of their collections.

Our ability to increase our revenues will depend on our ability to further penetrate the domestic and international markets and, in particular, generate sales through our direct sales force, develop and commercialize additional tests, obtain reimbursement from additional third-party payers and increase our reimbursement rates for tests performed. For example, our financial performance depends on reimbursement for microdeletions testing. Many third-party payers do not currently reimburse for microdeletions screening in part because there has historically been limited published data on the performance of microdeletions screening tests, with our single nucleotide polymorphism-based Microdeletion and Aneuploidy RegisTry, or SMART study results only being published in early 2022.

Entering into in-network contracts continues to be an important part of our business strategy, as we believe that in-network coverage of our tests by third-party payers is crucial to our growth and long-term success, as in-network pricing is more predictable than out-of-network pricing, enables us to develop stable, long-term relationships with third-party payers, and provides access to a larger population of covered lives. However, the negotiated fees under our contracts with third-party payers are typically lower than the list price of our tests, and in some cases, the third-party payers that we contract with have negative coverage determinations for some of our offerings, in particular Panorama for microdeletions screening. Therefore, being in-network with third-party payers has in the past had, and may in the future have, an adverse impact on

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our revenues and gross margins. We intend to mitigate any impact by driving more business from our most profitable accounts.

Licensing and Other Revenues

Revenues recognized from tests processed through our Constellation model and from our strategic partnership agreements are reported in licensing and other revenues. We also recognize licensing revenues through the licensing and the provisioning of services to support the use of our proprietary technology by licensees under our cloud-based distribution model.

Our strategy to offer access to our algorithm to laboratory licensees via our Constellation cloud-based software platform may also cause our revenues to decrease because we do not process the tests and perform the molecular biology analysis in our own laboratory under this model, and therefore are not able to charge as high an amount and, as a result, realize lower revenues per test than when we perform the entire test ourselves.

Cost of Product Revenues

The components of our cost of product revenues are material and service costs, depreciation charges associated with testing equipment, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with testing samples, electronic medical records, order and delivery systems, shipping charges to transport samples, costs incurred from third party test processing fees, and allocated overhead such as rent, information technology costs, leasehold depreciation and utilities. Costs associated with Whole Exome Sequen

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included in Part II, Item 8 of this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” included elsewhere in this report.

​

Overview

​

We are a diagnostics company with proprietary molecular and bioinformatics technology that we are applying to change disease management worldwide. Our cell-free DNA, or cfDNA, technology combines our novel molecular assays, which reliably measure many informative regions across the genome, from samples as small as a single cell, with our statistical algorithms that incorporate data available from the broader scientific community to identify genetic variations,  covering a wide range of serious conditions with high accuracy and coverage. We aim to make personalized genetic testing and diagnostics part of the standard of care to protect health and inform earlier and provide more targeted interventions that help lead to longer, healthier lives.

​

We provide a comprehensive suite of products to improve patient care outcomes in three main areas of healthcare – oncology, women’s health, and organ health. We generate the majority of our revenues from the sale of Panorama, our non-invasive prenatal test (“NIPT”) and Horizon, our genetic carrier screening test. In addition to Panorama, our product offerings in women’s health include Fetal Focus, our noninvasive prenatal test for single-gene inherited conditions, Vistara, our single-gene NIPT that screens for conditions that may affect quality of life, and Anora, our test to help determine underlying reasons for occurrence of miscarriage, and Empower, our hereditary cancer screening test which we also offer through our oncology sales channel. In oncology, we offer Signatera, our personalized ctDNA blood test for MRD assessment, early recurrence monitoring, and evaluation of treatment response in patients previously diagnosed with cancer. We also offer Latitude, our blood-based MRD test for colorectal cancer that does not require a tumor tissue sample, as well as Altera, a comprehensive genomic profiling test to support treatment decisions and therapy selection.

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We process tests in our laboratories certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, primarily in Austin, Texas and San Carlos, California; our laboratory in Boulder, Colorado performs clinical trials testing. A portion of our testing is performed by third-party laboratories. Our customers include independent laboratories, national and regional reference laboratories, medical centers and physician practices for our screening tests, and research laboratories and pharmaceutical companies. We market and sell our tests through our direct sales force and, for our women’s health tests, through our laboratory distribution partners. We bill clinics, laboratory distribution partners, patients, pharmaceutical companies and insurance payers for the tests we perform. In cases where we bill laboratory distribution partners, our partners in turn bill clinics, patients and insurers. The majority of our revenue comes from insurers with whom we have in-network contracts. Such insurers reimburse us for our tests pursuant to our in-network contracts with them, based on positive coverage determinations, which means that the insurer has determined that the test in general is medically necessary for this category of patient.

​

In addition to offering tests to be performed at our laboratories, either directly or through our laboratory distribution partners, we also establish licensing arrangements with laboratories under Constellation, our cloud-based distribution model, whereby our laboratory licensees run the molecular workflows themselves and then access our bioinformatics algorithms through our cloud-based software. This cloud-based distribution model results in lower revenues and gross profit per test than cases in which we process a test ourselves; however, because we do not incur the costs of processing the tests, our costs per test under this model are also lower.

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The principal focus of our commercial operations is to offer our tests through both our direct sales force and laboratory distribution partners, and our Constellation licensees under our cloud-based distribution model. The number of tests that we accession is a key indicator that we use to assess our business. A test is accessioned when we receive the test at our laboratory, the relevant information about the test is entered into our computer system, and the test sample is routed into the appropriate workflow. This number is a subset of the number of tests that we process, which includes tests distributed through our Constellation licensees. The number of tests that we process is a key metric as it tracks overall volume growth, particularly as our laboratory partners may transition from sending samples to our laboratory to our cloud-based distribution model, as a result of which our tests accessioned would decrease but our tests processed would remain unchanged.

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During the year ended December 31, 2025, we processed approximately 3,525,500 tests, comprised of approximately 3,468,700 tests accessioned in our laboratories. During the year ended December 31, 2024, we processed approximately 3,064,600 tests, comprised of approximately 3,001,900 tests accessioned in our laboratories. During the year ended December 31, 2023, we processed approximately 2,496,100 tests, comprised of approximately 2,426,500 tests accessioned in our laboratories. This increase in volume primarily represents continued commercial growth of Signatera, Panorama and Horizon, both as tests performed in our laboratories as well as through our Constellation software platform.

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The percent of our revenues attributable to our U.S. direct sales force were 95%, 94% and 91% for the years ended December 31, 2025, 2024, and 2023, respectively. The percent of our revenues attributable to U.S. laboratory partners for the years ended December 31, 2025, 2024, and 2023, was 3%, 4% and 6%, respectively. Our ability to increase our revenues and gross profit will depend on our ability to further penetrate the U.S. market with our direct sales force. The percent of our revenues attributable to international laboratory partners and other international sales was 2%, 2% and 3% for the years ended December 31, 2025, 2024 and 2023, respectively.

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For the year ended December 31, 2025, total revenues were $2,306.1 million, compared to $1,696.9 million and $1,082.6 million in the years ended December 31, 2024 and 2023, respectively. Product revenues generated from our testing accounted for $2,295.8 million or nearly 100% of total revenues for the year ended December 31, 2025, compared to $1,685.1 million or 99% of total revenues for the year ended December 31, 2024 and $1,068.5 million or 99% of total revenues for the year ended December 31, 2023. For the years ended December 31, 2025, 2024, and 2023, there were no customers exceeding 10% of the total revenues on an individual basis. Revenues from customers outside the United States were $41.8 million, representing 2% of total revenues for the year ended December 31, 2025. For the year ended December 31, 2024, revenues from customers outside the United States were $39.2 million, representing approximately 2% of total revenues. For the year ended December 31, 2023, revenues from customers outside the United States were $34.9 million, representing approximately 3% of total revenues. Most of our revenues have been denominated in U.S. dollars, though we generate some revenue in foreign currency, primarily denominated in Euros and Singapore Dollars.

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Our net losses for the years ended December 31, 2025, 2024, and 2023, were $208.2 million, $190.4 million, and $434.8 million, respectively. This included non-cash stock compensation expense of $354.4 million, $274.4 million, and $191.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, we had an accumulated deficit of $2.8 billion.

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Components of the Results of Operations

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The section of this Management’s Discussion and Analysis generally discusses year-to-year comparisons between 2025 and 2024. Discussions of year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.

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Revenues

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Product Revenues

​

We generate revenues from the sale of our tests, primarily from the sale of our Signatera, Panorama and HCS tests. Our two primary distribution channels are our direct sales force and our laboratory partners. In cases where we promote our tests through our direct sales force, we generally bill directly to a patient, clinic or insurance carrier, or a combination of the insurance carrier and patient, for the fees.

Sales of our clinical tests are recorded as product revenues. Revenues recognized from tests processed through our Constellation model, and from our strategic partnership agreements, are reported in licensing and other revenues.

In cases where we sell our tests through our laboratory partners, the majority of our laboratory partners bill the patient, clinic or insurance carrier for the performance of our tests, and we are entitled to either a fixed price per test or a percentage of their collections.

​

Our ability to increase our revenues will depend on our ability to further penetrate the domestic and international markets and, in particular, generate sales through our direct sales force, develop and commercialize additional tests, obtain reimbursement from additional third-party payers and increase our reimbursement rates for tests performed. For example, our financial performance depends on reimbursement for microdeletions testing. Many third-party payers do not currently reimburse for microdeletions screening in part because there has historically been limited published data on the performance of microdeletions screening tests, with our single nucleotide polymorphism-based Microdeletion and Aneuploidy RegisTry, or SMART study results only being published in early 2022.

​

Entering into in-network contracts continues to be an important part of our business strategy, as we believe that in-network coverage of our tests by third-party payers is crucial to our growth and long-term success, as in-network pricing is more predictable than out-of-network pricing, enables us to develop stable, long-term relationships with third-party payers, and provides access to a larger population of covered lives. However, the negotiated fees under our contracts with third-party payers are typically lower than the list price of our tests, and in some cases the third-party payers that we contract with have negative coverage determinations for some of our offerings, in particular Panorama for microdeletions screening. Therefore, being in-network with third-party payers has in the past had, and may in the future have, an adverse impact on our revenues and gross margins. We intend to mitigate any impact by driving more business from our most profitable accounts.

​

Licensing and Other Revenues

​

Revenues recognized from tests processed through our Constellation model, and from our strategic partnership agreements are reported in licensing and other revenues. We also recognize licensing revenues through the licensing and the provisioning of services to support the use of our proprietary technology by licensees under our cloud-based distribution model.

​

Our strategy to offer access to our algorithm to laboratory licensees via our Constellation cloud-based software platform may also cause our revenues to decrease because we do not process the tests and perform the molecular biology analysis in our own laboratory under this model, and therefore are not able to charge as high an amount and, as a result, realize lower revenues per test than when we perform the entire test ourselves.

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Cost of Product Revenues

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The components of our cost of product revenues are material and service costs, depreciation charges associated with testing equipment, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with testing samples, electronic medical records, order and delivery systems, shipping charges to transport samples, costs incurred from third party test processing fees, and allocated overhead such as rent, information technology costs, leasehold depreciation and utilities. Costs associated with Whole Exome Sequencing, are also included, as well as labor costs, relating to our Signatera CLIA and Signatera research use only offerings. Costs associated with performing tests are recorded when the test is accessioned. We expect cost of product revenues to increase as the number of tests we perform increases.

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As we continue to achieve scale, we have increased our focus on more efficient use of labor, automation, and DNA sequencing. For example, we updated the molecular and bioinformatics process for Panorama to further reduce the sequencing reagents, test steps and associated labor costs required to obtain a test result, while increasing the accuracy of the test to allow it to run with lower fetal fraction input. These improvements also reduced the frequency of the need to require blood redraws from the patient.

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Cost of Licensing and Other Revenues

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The components of our cost of licensing and other revenues are material costs associated with test kits sold to Constellation clients, development and support services relating to our strategic partnership agreements and other costs.

We consider our cost of licensing and other revenues for the Constellation software platform to be relatively low, and therefore we expect its associated gross margin is higher. We expect our cost of licensing will increase in relation to volume growth.

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Expenses

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Research and Development

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Research and development expenses include costs incurred to develop our technology, collect clinical samples and conduct clinical studies to develop and support our products. These costs consist of personnel costs, including stock-based compensation expense; prototype materials; laboratory supplies; consulting costs; regulatory costs; electronic medical record set up costs; and costs associated with setting up and conducting clinical studies at domestic and international sites and allocated overhead, including rent, information technology, equipment depreciation and utilities. We expense all research and development costs in the periods in which they are incurred. We expect our research and development expenses to increase in absolute dollars as we continue to invest in research and development activities related to developing enhanced and new products.

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Selling, General and Administrative

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Selling, general and administrative expenses include executive, selling and marketing, legal, finance and accounting, human resources, billing and client services. These expenses consist of personnel costs, including stock-based compensation expense; direct marketing expenses; audit and legal expenses; consulting costs; training and medical education activities; payer outreach programs and allocated overhead, including rent, information technology, equipment depreciation, and utilities.

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Interest Expense

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Interest expense is attributable to borrowing under our Convertible Senior Notes (the “Convertible Notes”) and the credit line with UBS (the “Credit Line”), including the amortization of debt discounts.

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Interest Income and Other (Expense) Income, Net

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Interest income and other (expense) income, net is comprised of interest earned on our cash, realized gains and losses on investments and assets, sublease rental income, and foreign currency remeasurement gains and losses.

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Critical Accounting Policies

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Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider our critical accounting policies and estimates to be revenue recognition, stock-based compensation attributable to performance-based awards, and certain management assumptions used in the estimation of the fair value of intangible assets acquired in a business combination.

Product Revenues

The total consideration the Company expects to collect in exchange for the Company’s products is an estimate and may be fixed or variable. Consideration includes reimbursement from both patients and insurance carriers, adjusted for variable considerations related to disallowed cases, percent of patient responsibility collected, refunds and reserves, and is estimated using the expected value method. For insurance carriers and product types with similar reimbursement characteristics, the Company uses a portfolio of relevant historical data to estimate variable consideration and total collections for the Company’s products. The Company constrains the estimated variable consideration when it determines it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods.

Stock-Based Compensation Attributable to Performance-Based Awards

Stock-based compensation expense for restricted stock units and stock options with performance metrics is calculated based upon probability of achievement of the metrics specified in the grant. Stock-based compensation expense for performance-based awards is recognized when it becomes probable that the performance conditions will be met. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. The measurement of stock-based compensation is subject to potential adjustment based on the underlying equity instruments that ultimately vest, with the resulting change in value, if any, recognized in our statements of operations and comprehensive loss during the period that the related services are rendered.

Valuation of Intangible Assets Acquired in a Business Combination

In conjunction with the completion of the Company’s acquisition of Foresight Diagnostics in December 2025, we acquired a developed technology intangible asset for which we determined the acquisition date fair value using a multi-period excess earnings income approach valuation model that discounts expected future cash flows to present value. The expected future cash flows used in the valuation model include significant assumptions that form the basis of the forecasted results, principally the clinical revenue and related growth rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

Recent Accounting Pronouncements

We believe that the impact of accounting standards updates recently issued that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

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Results of Operations

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Comparison of the years ended December 31, 2025, 2024, and 2023

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​

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​

​

​

​

​

​

​

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​

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​

​

​

​

Year Ended December 31,

​

​

Changes

(in thousands)

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

  ​

  ​

2025 - 2024

​

  ​ ​ ​

2024 - 2023

​

​

​

​

​

​

​

​

​

Amount

​

Percent

​

​

Amount

​

Percent

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product revenues

$

2,295,820

​

$

1,685,074

​

$

1,068,522

​

​

$

610,746

​

36.2

%

​

$

616,552

​

57.7

%

Licensing and other revenues

​

10,293

​

​

11,837

​

​

14,049

​

​

​

(1,544)

​

(13.0)

​

​

​

(2,212)

​

(15.7)

​

Total revenues

​

2,306,113

​

​

1,696,911

​

​

1,082,571

​

​

​

609,202

​

35.9

​

​

​

614,340

​

56.7

​

Cost and expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of product revenues

​

810,627

​

​

672,304

​

​

588,564

​

​

​

138,323

​

20.6

​

​

​

83,740

​

14.2

​

Cost of licensing and other revenues

​

2,306

​

​

1,449

​

​

1,267

​

​

​

857

​

59.1

​

​

​

182

​

14.4

​

Research and development

​

624,110

​

​

404,138

​

​

320,678

​

​

​

219,972

​

54.4

​

​

​

83,460

​

26.0

​

Selling, general and administrative

​

1,177,261

​

​

841,314

​

​

618,307

​

​

​

335,947

​

39.9

​

​

​

223,007

​

36.1

​

Amortization of acquired intangible assets

​

1,720

​

​

—

​

​

—

​

​

​

1,720

​

100.0

​

​

​

—

​

—

​

Total cost and expenses

​

2,616,024

​

​

1,919,205

​

​

1,528,816

​

​

​

696,819

​

36.3

​

​

​

390,389

​

25.5

​

Loss from operations

​

(309,911)

​

​

(222,294)

​

​

(446,245)

​

​

​

(87,617)

​

(39.4)

​

​

​

223,951

​

50.2

​

Interest expense

​

(4,069)

​

​

(10,685)

​

​

(12,638)

​

​

​

6,616

​

61.9

​

​

​

1,953

​

15.5

​

Interest and other income, net

​

45,891

​

​

43,248

​

​

24,353

​

​

​

2,643

​

6.1

​

​

​

18,895

​

77.6

​

Loss before income taxes

​

(268,089)

​

​

(189,731)

​

​

(434,530)

​

​

​

(78,358)

​

(41.3)

​

​

​

244,799

​

56.3

​

Income tax benefit (expense)

​

59,929

​

​

(695)

​

​

(271)

​

​

​

60,624

​

8,722.9

​

​

​

(424)

​

(156.5)

​

Net loss

$

(208,160)

​

$

(190,426)

​

$

(434,801)

​

​

$

(17,734)

​

(9.3)

%

​

$

244,375

​

56.2

%

​

Revenues

​

Total revenues are comprised of product revenues, which are primarily driven by sales of our Panorama and Horizon tests, Signatera and other oncology testing, and licensing and other revenues, which primarily includes development licensing revenue and licensing of our Constellation software. Total revenues for the year ended December 31, 2025 increased by $609.2 million, or 35.9%, when compared to the year ended December 31, 2024.

We derive our revenues from tests based on units reported to customers—tests delivered with a result. All reported units are either accessioned in our laboratory or processed outside of our laboratory. As noted in the section titled “Overview” above, the number of tests that we process is a key metric as it tracks our overall volume growth. During the year ended December 31, 2025, total reported units were approximately 3,342,500, comprised of approximately 3,288,600 tests reported in our laboratories. Comparatively, during the year ended December 31, 2024, total reported units were approximately 2,926,400, comprised of approximately 2,867,400 tests reported in our laboratories. During the year ended December 31, 2025 and 2024, total oncology units processed were approximately 800,800 and 528,200, respectively.

Product Revenues

​

During the year ended December 31, 2025, product revenues increased by $610.7 million, or 36.2%, compared to the year ended December 31, 2024, as a result of the continued revenue growth from increased test volumes as well as average selling price improvements.

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Licensing and Other Revenues

​

Licensing and other revenues decreased by $1.5 million, or 13.0%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to the termination of certain collaborative agreements.

​

Cost of Product Revenues

​

During the year ended December 31, 2025, cost of product revenues increased by $138.3 million or 20.6% when compared to the year ended December 31, 2024, primarily due to higher costs related to inventory consumption of $57.2 million driven by an increase in accessioned cases, a $23.7 million increase in third-party fees, a $57.4 million increase in shipping, equipment and related depreciation expense, labor, overhead, and other related costs driven by headcount growth and product support.

​

Cost of Licensing and Other Revenues

​

Cost of licensing and other revenues for the year ended December 31, 2025, when compared to the year ended December 31, 2024, increased by approximately $0.9 million, or 59.1%, primarily due to a net increase in costs to support our collaborative agreements.

​

Expenses

​

Research and Development

​

Research and development expenses during the year ended December 31, 2025 increased by $220.0 million, or 54.4%, when compared to the year ended December 31, 2024. The increase was attributable to an increase of $127.3 million in salary and related compensation expenditures (including a $32.0 million increase in stock-based compensation expense), a $19.4 million increase in consulting expenses, a $21.6 million increase in office related expenses, a $40.9 million increase in lab related and clinical trial expenses, a $6.5 million net increase in facilities related expenses and a $4.3 million increase in travel and other expenses.

​

Selling, General and Administrative

​

Selling, general and administrative expenses increased by $335.9 million, or 39.9%, in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to an increase of $212.6 million in salary and related compensation expenditures (including a $41.1 million increase in stock-based compensation expense), a $25.2 million increase in consulting expenses, a $28.5 million increase in marketing expenses, a $8.7 million increase in travel related costs, a $14.5 million increase in office costs, a $9.4 million increase in vendor expenses, a $30.6 million increase in legal related expenses, and a $6.4 million increase in facilities and other costs.

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Amortization of Acquired Intangibles

​

Amortization of acquired intangibles increased by $1.7 million, or 100%, in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributed to the amortization of intangibles acquired as part of the business combination with Foresight Diagnostics.

​

Interest Expense

​

Interest expense decreased by $6.6 million, 61.9%, in the year ended December 31, 2025 compared to the same period in the prior year due to the redemption of the Convertible Notes in October 2024.

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Interest and Other Income

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Interest and other income increased by $2.6 million, or 6.1%, in the year ended December 31, 2025, compared to the same period in the prior year, primarily due to unrealized gains on warrant valuations.

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Income Tax Benefit (Expense)

​

Income tax benefit (expense) increased by $60.6 million, or 8,722.9%, in the year ended December 31, 2025, compared to the same period in the prior year, primarily due to a tax benefit from a partial release of the valuation allowance in connection with the acquisition of Foresight Diagnostics. See Note 3, Business Combination, for further details.

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Liquidity and Capital Resources

​

We have incurred net losses each year since our inception. For the year ended December 31, 2025, we had a net loss of $208.2 million, and we expect to continue to incur net losses in future periods as we continue to devote a substantial portion of our resources to our research and development and commercialization efforts for our existing and new products. As of December 31, 2025, we had an accumulated deficit of $2.8 billion. As of December 31, 2025, we had $1.1 billion in cash and cash equivalents and restricted cash, and $80.3 million of outstanding balance on the Credit Line including accrued interest. As of December 31, 2025, we have $20.0 million remaining and available on the Credit Line.

​

While we have introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations. Accordingly, we have funded the portion of operating costs that exceeds revenues through a combination of equity issuances and debt and other financings. We expect to develop and commercialize future products and continue to invest in the growth of our business and, consequently, we will need to generate additional revenues to achieve future profitability and may need to raise additional equity or incur additional debt. If we raise additional funds by issuing equity securities, our stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any additional debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and requires significant debt service payments, which diverts resources from other activities. Additional financing may not be available at all, or in amounts or on terms acceptable to us. If we are unable to obtain additional financing, we may be required to delay the development and commercialization of our products and significantly scale back our business and operations.

In September 2023, we completed an underwritten equity offering and sold 4,550,000 shares of our common stock at a price of $55 per share to the public. Before offering expenses of approximately $0.4 million, we received proceeds of approximately $235.8 million net of the underwriting discount. Additionally, our contractual obligations and other commitments are satisfied by the equity financing described above, our convertible note financing conducted in April 2020 described below, the Credit Facility described below, and our product, licensing, and other sales. For our commitments, refer to the “Contractual Obligations and Other Commitments” section below.

Refer to additional disclosures associated with risks and our ability to generate and obtain adequate amounts of cash to meet capital requirements for both short-term and long-term obligations.

Based on our current business plan, we believe that our existing cash and marketable securities will be sufficient to meet our anticipated cash requirements for at least 12 months after February 26, 2026.

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Credit Line Agreement

In September 2015, we entered into a Credit Line with UBS, or the Credit Line, providing for a $50.0 million revolving line of credit which could be drawn in increments at any time. The Credit Line was amended in July 2017 and bears interest at 30-day LIBOR plus 1.10%, and it is secured by a first priority lien and security interest in our money market and marketable securities held in our managed investment account with UBS. UBS has the right to demand full or partial payment of the Credit Line obligations and terminate it, in its discretion and without cause, at any time. The interest rate was subsequently changed to the 30-day Secured Overnight Financing Rate, or SOFR, average, plus 1.21%. The SOFR rate is variable. The Credit Line was subsequently increased from $50.0 million to $150.0 million. In June 2023, the Credit Line decreased to $100.0 million. In October 2023, the interest rate for the Credit Line was subsequently changed to the 30-day SOFR average, plus 0.5%. As of December 31, 2025, the total principal amount outstanding with accrued interest was $80.3 million and $20.0 million is remaining and available under the Credit Line.

Convertible Notes

​

In April 2020, we issued $287.5 million aggregate principal amount of Convertible Notes in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We received net proceeds from the Convertible Notes of $278.3 million, after deducting the initial purchasers’ discounts and debt issuance costs. We used approximately $79.2 million of the net proceeds from the Convertible Notes offering to repay our obligations under our credit agreement with OrbiMed Royalty Opportunities II, LP.

​

The Convertible Notes were senior, unsecured obligations of the Company and bore interest at a rate of 2.25% per year, payable in cash semi-annually in arrears in May and November of each year, beginning in November 2020. Upon conversion, the Convertible Notes were convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. On July 19, 2024, we elected to exercise our optional redemption right to redeem all $287.5 million aggregate principal amount of our outstanding 2.25% Convertible Notes due 2027 and instructed Wilmington Trust, National Association, as trustee under the Indenture Agreement governing the Convertible Notes, to issue a redemption notice to registered holders of the Convertible Notes. The Redemption Date fixed for the redemption of the Convertible Notes was October 11, 2024. The redemption price for the Convertible Notes was equal to 100% of the principal amount of the Convertible Notes redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. We elected physical settlement with shares of our common stock as the settlement method to apply to all conversions of the Convertible Notes. On the Redemption Date, $287.4 million of Convertible Notes were converted for approximately 7.5 million shares of our common stock under the terms of the redemption notice. The remaining Convertible Notes not converted under the redemption notice were redeemed in exchange for cash at face value plus any accrued interest totaling $0.1 million.

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Cash Flows

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The following table summarizes our cash flows for the periods indicated:

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​

​

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​

Year Ended

​

​

​

December 31, 

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

​

2023

​

​

(in thousands)

Cash provided by (used in) operating activities

​

$

215,301

​

$

135,664

​

$

(246,955)

​

Cash (used in) provided by investing activities

​

(132,209)

​

137,624

​

​

168,498

​

Cash provided by financing activities

​

47,461

​

30,204

​

​

254,461

​

Net change in cash, cash equivalents and restricted cash

​

130,553

​

​

303,492

​

​

176,004

​

Cash, cash equivalents and restricted cash, beginning of period

​

945,587

​

642,095

​

​

466,091

​

Cash, cash equivalents and restricted cash, end of year

​

$

1,076,140

​

$

945,587

​

$

642,095

​

​

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Cash Provided by (Used in) Operating Activities

​

Cash provided by operating activities during the year ended December 31, 2025 was $215.3 million. The net loss of $208.2 million includes $413.5 million in non-cash charges resulting from $41.8 million of depreciation and amortization, $1.7 million of amortization of acquired intangibles, $354.4 million of stock-based compensation expense, $20.2 million of non-cash lease expense, offset by a $3.2 million change in fair value of warrants and preferred stock and a $1.4 million decrease in non-cash expense recovery. Operating assets had cash outflows of $4.6 million resulting from a $20.9 million increase in inventory and a $8.6 million increase in prepaid expenses and other assets, offset by a $20.7 million decrease in accounts receivable and a $4.2 million decrease in operating lease right-of-use assets. Operating liabilities had cash inflows of $14.6 million resulting from a $60.3 million increase in accrued compensation, a $0.8 million increase in accounts payable, a $31.3 million increase in other accrued liabilities, and a $2.8 million increase in deferred revenue, offset by a $60.8 million decrease in deferred tax liability and a $19.8 million decrease in lease liabilities.

Cash provided by operating activities during the year ended December 31, 2024 was $135.7 million. The net loss of $190.4 million includes $324.0 million in non-cash charges resulting from $31.0 million of depreciation and amortization, $274.4 million of stock-based compensation expense, $15.3 million of non-cash lease expense, $1.0 million for amortization of debt discount and issuance cost, $0.5 million for foreign exchange adjustment, and $2.8 million of non-cash interest expense, offset by a $0.6 million decrease in amortization of premiums and accretion of purchase discounts on investment securities and a $0.4 million decrease in non-cash expense recovery. Operating assets had cash outflows of $29.1 million resulting from a $35.9 million increase in accounts receivable, a $4.0 million increase in inventory, offset by a $10.8 million decrease in prepaid expenses and other assets. Operating liabilities resulted in cash inflows of $31.2 million resulting from a $13.2 million increase in accounts payable, a $40.3 million increase in accrued compensation, a $0.9 million increase in deferred revenue, offset by a $16.8 million decrease in lease liabilities and a $6.4 million decrease in other accrued liabilities.

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Cash (Used in) Provided by Investing Activities

​

Cash used in investing activities for the year ended December 31, 2025 totaled $132.2 million, comprised of $106.2 million in acquisitions of property and equipment, $33.0 in purchase of intangible asset and $16.0 million in acquisition of business offset by $23.0 million from proceeds of investments maturities.

​

Cash provided by investing activities for the year ended December 31, 2024 totaled $137.6 million, which was comprised of $24.8 million from proceeds from sale of investments and $314.4 million from proceeds of investment maturities, offset by $122.0 million in purchasing of new investments, $66.4 million in acquisitions of property and equipment, $2.7 million for investment in related party, and $10.5 million for an intangible asset acquisition.

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Cash Provided by Financing Activities

​

Cash provided by financing activities for the year ended December 31, 2025 totaled $47.5 million comprised of $22.5 million from proceeds from the exercise of stock options and $25.0 million from the issuance of common stock under our employee stock purchase plan, offset by $0.1 million related to stock issuance costs.

​

Cash provided by financing activities for the year ended December 31, 2024 totaled $30.2 million comprised of $13.0 million from proceeds from the exercise of stock options and $17.3 million from the issuance of common stock under our employee stock purchase plan, offset by $0.1 million related to cash redemption on the Convertible Notes.

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Contractual Obligations and Other Commitments

​

We have entered into arrangements that contractually obligate us to make payments that will affect our liquidity and cash flows in future periods. Such arrangements include those related to our lease commitments, Credit Line (as defined below), commercial supply agreements and other agreements.

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Credit Line

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The short-term debt obligations consist of the $80.3 million principal amount drawn from the UBS Credit Line, or the Credit Line, and applicable interest. The Credit Line was amended in July 2017 and bears interest at 30-day LIBOR plus 1.10%, and it is secured by a first priority lien and security interest in our money market and marketable securities held in our managed investment account with UBS. We are required to maintain a minimum of at least $150.0 million in our UBS accounts as collateral which has been classified as cash, cash equivalents, and short-term investments in the consolidated balance sheets. The interest rate was subsequently changed to the 30-day SOFR average, plus 1.21%. The SOFR rate is variable. UBS has the right to demand full or partial payment of the Credit Line obligations and terminate it, in its discretion and without cause, at any time. In October 2023, the interest rate was subsequently changed to the 30-day SOFR average, plus 0.5%. Please refer to Note 12, Debt, for further details.

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Inventory purchase and other contractual obligations

​

We enter into contracts in the normal course of business with various third parties for clinical trials, preclinical research studies, testing, manufacturing, and other services for operational purposes. Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation. These payments have not been included separately within these contractual and other obligations disclosures. Please refer to Note 10, Commitments and Contingencies for further details.

Operating leases

Our future minimum lease payments consist of $169.5 million, as described in Note 9, Leases, which excludes $1.5 million of lease commitments related to payments for leases executed but not yet commenced to be paid over the respective terms of such leases. The leases have not commenced under Accounting Standards Codification, or ASC, Topic 842, Leases (ASC 842), as of December 31, 2025. As a result, these leases are not reflected within the consolidated balance sheets.

The following table summarizes our contractual commitments as of December 31, 2025:

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Payments Due by Period

​

  ​ ​ ​

​

  ​ ​ ​

Less Than

  ​ ​ ​

1 to 3

  ​ ​ ​

3 to 5

  ​ ​ ​

More Than

​

​

Total

​

1 Year

​

Years

​

Years

​

5 Years

​

​

(in thousands)

Short-term debt obligations(1)

​

$

80,000

​

$

80,000

​

$

—

​

$

—

​

$

—

​

Interest accrued on debt(2)

​

​

323

​

​

323

​

​

—

​

​

—

​

​

—

​

Inventory purchase and other contractual obligations(3)

​

256,942

​

171,251

​

78,315

​

4,793

​

2,583

​

Total

​

$

337,265

​

$

251,574

​

$

78,315

​

$

4,793

​

$

2,583

​

​

(1)

Represents proceeds drawn from our Credit Line.

(2)

Represents interest accrued on our Credit Line.

(3)

Represents various inventory purchase and other contractual obligations. Please refer to contractual commitments disclosures provided in Note 10, Commitments and Contingencies for additional information.

​

Off-Balance Sheet Arrangements

​

We do not have any off-balance sheet arrangements during the periods presented.

​

​

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