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What changed in 10x Genomics, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of 10x Genomics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+458 added−399 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-13)

Top changes in 10x Genomics, Inc.'s 2025 10-K

458 paragraphs added · 399 removed · 330 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Visium platform includes our Spatial Gene Expression, HD Spatial Gene Expression and Spatial Gene and Protein Expression assays as well as the Visium CytAssist, an instrument designed to simplify and optimize the Visium solution workflow by facilitating the transfer of transcriptomic analytes from standard glass slides to Visium slides. 5 Table of Contents Our Xenium platform .
Biggest changeThe Visium platform includes our Visium CytAssist, an instrument designed to simplify and optimize the Visium solution workflow by facilitating the transfer of transcriptomic analytes from standard glass slides to Visium slides, as well as our HD WT Panel Gene Expression and HD 3’ Gene Expression assays. 5 Table of Contents We also offer v2 WT Panel Gene Expression and v1 3’ Gene Expression, which are our first-generation assays.
Collectively, our platforms enable researchers to interrogate, understand and master biology at the appropriate resolution and scale. 3 Table of Contents Our single cell portfolio Our single cell portfolio, powered by our Chromium platform, includes microfluidic chips and related consumables and our Chromium X Series and legacy Chromium instruments. Chromium enables high-throughput analysis of individual biological components.
Collectively, our platforms enable researchers to interrogate, understand and master biology at the appropriate resolution and scale. 3 Table of Contents Our single cell portfolio Our single cell portfolio, powered by our Chromium platform, includes microfluidic chips and related consumables and our Chromium X Series and legacy Chromium instruments. The Chromium portfolio enables high-throughput analysis of individual biological components.
Our Xenium platform for in situ analysis is designed to give scientists the ability not only to locate and type cells in their tissue context, but also to address a variety of specific questions based on previous knowledge of their sample potentially discovered using our Chromium and Visium platforms.
Our Xenium platform . Our Xenium platform for in situ analysis is designed to give scientists the ability not only to locate and type cells in their tissue context, but also to address a variety of specific questions based on previous knowledge of their sample potentially discovered using our Chromium and Visium platforms.
We may also be obligated to pay our licensors certain milestones, royalties and/or other contingent payments. Subject to customary termination rights, such exclusive license agreements typically will expire upon the last valid claim included in the licensed patents expires or, in some cases, upon our failure to achieve specified sales volume thresholds.
We may also be obligated to pay our licensors certain milestones, royalties and/or other contingent payments. Subject to customary termination rights, such exclusive license agreements typically will expire upon the last valid claim included in the licensed patents expires or, in some cases, upon our failure to achieve specified sales volume thresholds or other milestones.
Once we identify the correct opportunities, which we create through both organic development by our in-house teams and targeted acquisitions of technologies that i to accelerate our ability to bring new products and new versions of existing products to researchers, we have the discipline to focus on execution and have a track record of bringing successful products across multiple portfolios to market.
Once we identify the correct opportunities, which we create through both organic development by our in-house teams and targeted acquisitions of technologies that accelerate our ability to bring new products and new versions of existing products to researchers, we have the discipline to focus on execution and have a track record of bringing successful products across multiple portfolios to market.
Food and Drug Administration (“FDA”) under the Federal Food, Drug, and Cosmetic Act (“FDC Act”) and outside the United States by comparable state and international agencies such as the national competent authorities of the European Union (“EU”) member states and the Medicines and Healthcare products Regulatory Agency in the United Kingdom.
Food and Drug Administration (“FDA”) under the Federal Food, Drug, and Cosmetic Act (“FDC Act”) and outside the United States by comparable state and international agencies such as the national competent authorities of the European Union (“EU”) member states and the Medicines and Healthcare products Regulatory Agency (“MHRA”) in the United Kingdom.
The FDC Act defines a medical device to include, among other things, any instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent or other similar or related article, including any component part or accessory, which is (1) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment or prevention of disease, in man or other animals, or (2) intended to affect the structure or any function of the body of man or other animals and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.
The FDC Act defines a medical device to include, among other things, any instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent or other similar or related article, including any component part or accessory, which is (1) intended for use in the 9 Table of Contents diagnosis of disease or other conditions, or in the cure, mitigation, treatment or prevention of disease, in man or other animals, or (2) intended to affect the structure or any function of the body of man or other animals and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.
We have built a multidisciplinary team with talent and expertise across a diverse set of areas such as chemistry, molecular biology, microfluidics, hardware, computational biology and software engineering, and have supplemented this diverse technical experience with our operational team with expertise in manufacturing, legal, sales, marketing, customer service, human resources and finance.
We have built a multidisciplinary team with talent and expertise across a diverse set of areas such as chemistry, molecular biology, microfluidics, clinical applications, hardware, computational biology and software engineering, and have supplemented this diverse technical experience with our operational team with expertise in manufacturing, legal, sales, marketing, customer service, human resources and finance.
We estimate a total addressable market of more than $21 billion annually, assuming every lab or company in the global life sciences research tools market was to adopt our solutions at spend levels comparable to our existing users.
We estimate a total addressable market of more than $21 billion annually, assuming every lab or company in the global life sciences research tools market were to adopt our solutions at spend levels comparable to our existing users.
For further discussion of the risks relating to intellectual property, see the sections titled “ Risk Factors—Risks related to our intellectual property, information technology and data security ” and “ Risk Factors—Risks related to litigation and our intellectual property .” Data Privacy and Security Numerous state, federal and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, and could apply now or in the future to our operations or the operations of our partners.
For further discussion of the risks relating to intellectual property, see the sections titled “ Risk Factors—Risks related to our intellectual property, information technology and data security ” and “ Risk Factors—Risks related to litigation and our intellectual property .” 11 Table of Contents Data Privacy and Security Numerous state, federal and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, and could apply now or in the future to our operations or the operations of our partners.
" Consumables The majority of our consumable products are manufactured at our facilities. These manufacturing operations include, among other operations, gel bead generation, surfactant synthesis and emulsion oil formulation, reagent formulation and tube filling, certain of our microfluidic chips, kit assembly and packaging as well as analytical and functional quality control testing.
" 8 Table of Contents Consumables The majority of our consumable products are manufactured at our facilities. These manufacturing operations include, among other operations, gel bead generation, surfactant synthesis and emulsion oil formulation, reagent formulation and tube filling, certain of our microfluidic chips, kit assembly and packaging as well as analytical and functional quality control testing.
We also provide education and training resources, both online and in person. 8 Table of Contents Suppliers and manufacturing Our Pleasanton, California, Singapore and Taiwan manufacturing operations are ISO 9001:2015 certified, which covers design, development, manufacturing, distribution, service and sales. We obtain some components of our instruments and consumables from third-party suppliers.
We also provide education and training resources, both online and in person. Suppliers and manufacturing Our Pleasanton, California, Singapore and Taiwan manufacturing operations are ISO 9001:2015 certified, which covers design, development, manufacturing, distribution, service and sales. We obtain some components of our instruments and consumables from third-party suppliers.
We also expect to pursue additional opportunities that may further expand our opportunity, including new versions and potential applications of our single 7 Table of Contents cell, spatial and in situ technologies in the future. Our estimates are based on our own and third-party analyses of our potential opportunities.
We also expect to pursue additional opportunities that may further expand our opportunity, including new versions and potential applications of our single cell, spatial and in situ technologies in the future. Our estimates are based on our own and third-party analyses of our potential opportunities.
We estimate a serviceable addressable market of more than $13 billion annually, assuming every lab or company in the global life sciences research tools market that is currently using single cell, spatial or adjacent research techniques was to adopt our solutions at spend levels comparable to our existing users.
We estimate a serviceable addressable market of more than $13 billion annually, 7 Table of Contents assuming every lab or company in the global life sciences research tools market that is currently using single cell, spatial or adjacent research techniques were to adopt our solutions at spend levels comparable to our existing users.
We sell our products primarily through our own direct sales force in North America and certain regions of Europe. As of December 31, 2024, our commercial organization consisted of 491 full time employees, many with PhD degrees and many with significant industry experience.
We sell our products primarily through our own direct sales force in North America and certain regions of Europe. As of December 31, 2025, our commercial organization consisted of 473 full time employees, many with PhD degrees and many with significant industry experience.
The patents we own expire beginning in 2030 and the patents we exclusively in-license expire beginning in 2028. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective.
We expect such payments to decrease in 2026. The patents we own expire beginning in 2030 and the patents we exclusively in-license expire beginning in 2028. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective.
As of December 31, 2024, our employees included 410 in research and development, 491 in sales, marketing and support, 213 in general and administrative and 192 in manufacturing, many of whom hold PhDs in their respective disciplines. Additionally, most of our senior management team and the members of our board of directors hold PhDs and/or other advanced degrees.
As of December 31, 2025, our employees included 332 in research and development, 473 in sales, marketing and support, 185 in general and administrative and 188 in manufacturing, many of whom hold PhDs in their respective disciplines. Additionally, most of our senior management team and the members of our board of directors hold PhDs and/or other advanced degrees.
Other competitors are in the process of developing novel technologies for the life sciences market which may lead to products 9 Table of Contents that rival or replace our products. We expect new competitors to continue to emerge and the intensity of competition to continue to increase.
In addition, they may have greater name recognition than we do. Other competitors are in the process of developing novel technologies for the life sciences market which may lead to products that rival or replace our products. We expect new competitors to continue to emerge and the intensity of competition to continue to increase.
As of December 31, 2024, we employed a total of 1,306 individuals, 961 of whom were employed in the United States and 345 of whom were employed outside the United States.
As of December 31, 2025, we employed a total of 1,178 individuals, 822 of whom were employed in the United States and 356 of whom were employed outside the United States.
Medical devices are also subject to post-market requirements.
Medical devices are 10 Table of Contents also subject to post-market requirements.
Item 1. Business. Overview Our mission is to accelerate the mastery of biology to advance human health. We are a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biology. Our integrated solutions include instruments, consumables and software for analyzing biological systems at a resolution and scale that matches the complexity of biology.
Item 1. Business. Overview Our mission is to accelerate the mastery of biology to advance human health. We are a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biology.
Chromium enables multiomic readouts including gene expression, protein (cell surface and intracellular), chromatin, V(D)J, CRISPR/guide RNAs (gRNAs) and antigens, has broad sample compatibility (formalin-fixed paraffin-embedded (FFPE), fresh, fresh frozen, paraformaldehyde (PFA) fixed tissue, DSP/methanol fixed peripheral blood mononuclear cells (PBMCs) and whole blood) and delivers high performance including high cell recovery rates (CRE), high sensitivity, robustness and reproducibility. 4 Table of Contents Our spatial portfolio Our spatial portfolio is powered by our Visium and Xenium platforms and aims to bring together the worlds of histology and genomics.
Chromium enables multiomic readouts including gene expression, protein (cell surface and intracellular), chromatin, V(D)J, CRISPR/guide RNAs (gRNAs) and antigens, has broad sample compatibility (formalin-fixed paraffin-embedded (FFPE), fresh, fresh frozen, paraformaldehyde (PFA) fixed tissue, DSP/methanol fixed peripheral blood mononuclear cells (PBMCs) and whole blood) and delivers high performance including high cell recovery rates (CRE), high sensitivity, robustness and reproducibility. 4 Table of Contents Our single cell portfolio also includes QuantumScale Single Cell RNA and Single Cell Methylation kits, which we obtained through our acquisition of Scale Biosciences, Inc.
It transforms complex imaging and transcriptomic data into interactive insights, accelerating discovery in spatial biology. Our market opportunity We believe much of the $75 billion annual global life sciences research tools market is ultimately accessible to us due to our ability to answer a broad diversity of biological questions.
Our market opportunity We believe much of the $75 billion annual global life sciences research tools market is ultimately accessible to us due to our ability to answer a broad diversity of biological questions.
The FDA or foreign authorities may consider the totality of the circumstances surrounding distribution and use of an RUO product, including how the product is marketed, when determining its intended use. 10 Table of Contents Although we currently market our products as RUO, we may in the future develop products intended to be used for clinical or diagnostic purposes, which would result in the application of a more onerous set of FDA and foreign regulatory requirements.
Although we currently market our products as RUO, we may in the future develop products intended to be used for clinical or diagnostic purposes, which would result in the application of a more onerous set of FDA and foreign regulatory requirements.
We have built deep expertise across diverse disciplines including chemistry, biology, hardware and software. Innovations in all of these areas have enabled the deployment of our rapidly expanding suite of products, which allow our customers to interrogate biological systems at previously inaccessible resolution and scale.
Innovations in all of these areas have enabled the deployment of our rapidly expanding suite of products, which allow our customers to interrogate biological systems at previously inaccessible resolution and scale. Our products have enabled researchers to make fundamental discoveries across multiple areas of biology, including oncology, immunology and neuroscience.
Our sales and marketing efforts are targeted at the principal investigators, research scientists, department heads, research laboratory directors and core facility directors at leading academic institutions, biopharmaceutical companies and publicly and privately funded research institutions who control buying decisions.
For the years ended December 31, 2025 and 2024, no single customer, including distributors, represented greater than 10% of our business. Our sales and marketing efforts are targeted at the principal investigators, research scientists, department heads, research laboratory directors and core facility directors at leading academic institutions, biopharmaceutical companies and publicly and privately funded research institutions who control buying decisions.
Our products enable measuring up to millions of single cells or tissue sample positions. Each of our platforms is designed to interrogate a major class of biological information enabling researchers to understand the complexities of biology at a spatial and cellular level.
Second, we believe that high resolution tools only become truly powerful when they are built into technologies with tremendous scale. Our products enable measuring millions of single cells or tissue sample positions. Each of our platforms is designed to interrogate a major class of biological information enabling researchers to understand the complexities of biology at a spatial and cellular level.
Some of these companies may have substantially greater financial and other resources than we do, including larger research and development staff or larger, more established marketing, distribution, service and sales organizations. In addition, they may have greater name recognition than we do.
Additional companies have released or indicated that they are designing, manufacturing and marketing products to compete with us or that they intend to do so in the future. Some of these companies may have substantially greater financial and other resources than we do, including larger research and development staff or larger, more established marketing, distribution, service and sales organizations.
See the section titled “ Risk Factors — The size of the market for our solutions may be smaller than estimated and new opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our solutions.” Peer-reviewed scientific publications using our products To date, we estimate that more than 10,000 peer-reviewed articles have been published based on data generated using our products.
See the section titled “ Risk Factors — The size of the market for our solutions may be smaller than estimated and new opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our solutions.” Research and development The success of our products is founded on how we approach product development.
First, our solutions are designed to enable understanding biology at the right level of biological resolution, such as at the level of the single cell or at high spatial resolution of tissues and organs. Second, we believe that high resolution tools only become truly powerful when they are built into technologies with tremendous scale.
Our portfolios Resolution and Scale are the imperatives that underlie our products and technology. First, our solutions are designed to enable understanding biology at the right level of biological resolution, such as at the level of the single cell or at high spatial resolution of tissues and organs.
Loupe Browser (Chromium and Visium) enables intuitive single-cell, spatial and multiomic data visualization, helping researchers explore gene expression, cellular interactions and more—turning complex datasets into interactive insights that accelerate discovery. Xenium Explorer enables intuitive in situ data visualization, allowing researchers to explore subcellular gene expression, spatial organization and tissue-scale patterns with ease.
Xenium Explorer enables intuitive in situ data visualization, allowing researchers to explore subcellular gene expression, spatial organization and tissue-scale patterns with ease. It transforms complex imaging and transcriptomic data into interactive insights, accelerating discovery in spatial biology.
Worldwide we own or exclusively in-license over 1,290 issued or allowed patents and 1,300 pending patent applications as of December 31, 2024. We also license additional patents on a non-exclusive and/or territory restricted basis.
We utilize a variety of intellectual property protection strategies, including patents, trademarks, trade secrets, copyright and other methods of protecting proprietary information. Worldwide we own or exclusively in-license over 1,598 issued or allowed patents and 1,123 pending patent applications as of December 31, 2025. We also license additional patents on a non-exclusive and/or territory restricted basis.
The initial exclusivity period of the Stanford Agreement terminates in 2025, provided, we have the option to extend the exclusivity period for additional one-year terms if we meet certain minimum sales thresholds beginning in 2025. If the exclusivity period ends or we fail to extend the exclusivity period, we retain a non-exclusive license under the licensed patents and patent applications.
The initial exclusivity period of the Stanford Agreement ended in 2025, and the Company exercised its option to extend the exclusivity period for an additional one-year term. We have the right to extend for additional one-year terms if we meet certain minimum sales thresholds.
According to our estimates, the top three areas of publication are oncology, immunology and developmental biology. Research and development The success of our products is founded on how we approach product development. We work closely with our customers, many of whom are thought leaders in genomics and medicine, to identify future frontiers and unmet needs.
We work closely with our customers, many of whom are thought leaders in genomics and medicine, to identify future frontiers and unmet needs.
Cell Ranger , introduced alongside our Chromium platform, has become a trusted scRNA-seq processing pipeline in scientific literature. We have extended the same principles of accessibility, scalability and reliability across all our platforms, ensuring that researchers can move from raw data to discovery with ease.
We have extended the same principles of accessibility, scalability and reliability across all our platforms, ensuring that researchers can move from raw data to discovery with ease. Today, we provide a comprehensive and scalable software ecosystem that supports every stage of the research workflow, from experiment planning to data processing to visualization and exploration.
This aims at reducing the risk of discrepancies in interpretation across the different European markets. The EU IVDR became applicable on May 26, 2022.
This aims at reducing the risk of discrepancies in interpretation across the different European markets. The EU IVDR became applicable on May 26, 2022 but there is a tiered system extending the grace period for many devices (depending on their risk classification) before they have to be fully compliant with the regulation.
Our products have enabled researchers to make fundamental discoveries across multiple areas of biology, including oncology, immunology and neuroscience. Since launching our first product in mid-2015 through December 31, 2024, we have sold 7,039 instruments to researchers around the world, including academic and translational researchers and biopharmaceutical companies.
Since launching our first product in mid-2015 through December 31, 2025, we have sold 8,046 instruments to researchers around the world, including academic and translational researchers and biopharmaceutical companies. Our revenue was $642.8 million and $610.8 million for the years ended 2025 and 2024, respectively, representing a year-over-year increase of 5%.
Intellectual property Our success depends in part on our ability to obtain, maintain, enforce and defend intellectual property rights owned or licensed to us that are directed to our products and technology. We utilize a variety of intellectual property protection strategies, including patents, trademarks, trade secrets, copyright and other methods of protecting proprietary information.
For further discussion of the risks relating to government regulation, see the sections titled “ Risk Factors—Risks related to our regulatory environment and taxation. ” Intellectual property Our success depends in part on our ability to obtain, maintain, enforce and defend intellectual property rights owned or licensed to us that are directed to our products and technology.
The Stanford Agreement is projected to expire in 2038. 11 Table of Contents For the years ended December 31, 2024 and 2023, we made aggregate contingent and royalty payments under the Spatial Transcriptomics acquisition agreement, Stanford license agreement and Harvard license agreement, collectively, of approximately $9.2 million and $15.4 million, respectively. We expect such payments to decrease in 2025.
If we fail to extend the exclusivity period, we retain a non-exclusive license under the licensed patents and patent applications. The Stanford Agreement is projected to expire in 2038. We made aggregate royalty payments under the Stanford Agreement and Harvard Agreement, collectively, of approximately $3.7 million in 2025 and $5.9 million in 2024.
For the years ended December 31, 2024 and 2023, sales to academic institutions represented approximately 67% and 65% of our direct sales revenue, respectively. We expect that sales to biopharmaceutical companies will represent a growing proportion of our revenue in the future.
We sell our products through third-party distributors in certain regions of Asia, Europe, Oceania, North America, South America, the Middle East and Africa. Sales to academic and government institutions represent the largest portion of our direct sales revenue. We expect that sales to biopharmaceutical companies will represent a growing proportion of our revenue in the future.
In the years ended December 31, 2024 and 2023, we sold 1,073 and 1,336 instruments and 357,100 and 347,000 consumable reactions, respectively. Our portfolios Resolution and Scale are the imperatives that underlie our products and technology.
We generated net losses of $43.5 million and $182.6 million for the years ended 2025 and 2024, respectively. In the years ended December 31, 2025 and 2024, we sold 1,007 and 1,073 instruments and 424,000 and 357,100 consumable reactions, respectively. To date, we estimate that more than 10,000 peer-reviewed articles have been published based on data generated using our products.
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Our revenue was $610.8 million and $618.7 million for the years ended 2024 and 2023, respectively, representing a year-over-year decrease of 1%. We generated net losses of $182.6 million and $255.1 million for the years ended 2024 and 2023, respectively.
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Our integrated research solutions include instruments, consumables and software for analyzing biological systems at a resolution and scale that matches the complexity of biology. We have built deep expertise across diverse disciplines including chemistry, biology, hardware and software.
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Today, we provide a comprehensive and scalable software ecosystem that supports every stage of the research workflow, from experiment planning to data processing to visualization and exploration. By removing barriers to adoption, our tools help researchers generate high-quality data, achieve repeatable success and seamlessly scale their experiments.
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(“Scale Bio”) in 2025. Our spatial portfolio Our spatial portfolio is powered by our Visium and Xenium platforms and aims to bring together the worlds of histology and genomics. Our Visium platform.
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More than 900 of these articles were published in three of the most highly regarded journals: Cell, Nature and Science . Underscoring the reach of our products, these publications cover a wide range of research and applied areas from cell biology to cardiovascular health to infectious disease to neuroscience.
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That scale has required an entirely new level of instrument software and firmware sophistication to make instruments like Xenium a possibility. Cell Ranger , introduced alongside our Chromium platform, has become a trusted scRNA-seq processing pipeline in scientific literature.
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We sell our products through third-party distributors in certain regions of Asia, Europe, Oceania, Central America, South America, the Middle East and Africa. For the years ended December 31, 2024 and 2023, no single customer, including distributors, represented greater than 10% of our business.
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By removing barriers to adoption, our tools help researchers generate high-quality data, achieve repeatable success and seamlessly scale their experiments. Loupe Browser (Chromium and Visium) enables intuitive single-cell, spatial and multiomic data visualization, helping researchers explore gene expression, cellular interactions and more—turning complex datasets into interactive insights that accelerate discovery.
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We also compete with companies that offer existing tools and technologies for life science research, such as bulk sequencing, flow cytometry, polymerase chain reactions (PCR), immunofluorescence, immunohistochemistry and other imaging and cell-based assays, that are replaced by our products.
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Our goal is to expand this ecosystem through strategic partnerships that integrate powerful software tools designed to further democratize access to complex data analysis and accelerate the translation of biological insights into research and clinical advances.
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Additional companies, including both early stage and established, have indicated that they are designing, manufacturing and marketing products to compete with us or that they intend to do so in the future.
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Since January 1, 2021, the MHRA has become the sovereign regulatory authority responsible for the Great Britain (i.e., England, Wales, and Scotland) IVD market and the EU regulatory regime for IVDs no longer applies in Great Britain. Under the terms of the Ireland/Northern Ireland Protocol, the EU regulatory requirements continue to apply to IVDs placed on the Northern Ireland market.
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Consequently, the regulatory framework for IVDs in Great Britain continues to be broadly based on the requirements of the EU IVDD as implemented into national law by the Medical Devices Regulation 2002.
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The FDA or foreign authorities may consider the totality of the circumstances surrounding distribution and use of an RUO product, including how the product is marketed, when determining its intended use.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: • delays in, changes in terms of, or reduction of governmental funding of life sciences research, generally, or of research projects which could utilize our solutions, specifically, or other changes that impact budgets, budget cycles or seasonal or other spending patterns of our customers, including potential freezes of, reductions in or reduced availability of National Institutes of Health (NIH) or other funding for our customers; • modifications to our commercial processes and organization, including changes we made to our commercial processes and organization to increase effectiveness; • the timing and magnitude of our price changes, including the effects of potentially lowering prices for certain of our products in 2025; • the effects of competition, including competition with both new and existing companies offering products that compete or intend to compete with our products and may offer performance, price or other advantages as well as researchers developing their own solutions; • enhanced trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers, including retaliatory measures taken by trade partners; • the effects of inflation on us or our customers, manufacturers and suppliers, including increases in the cost of labor and materials, including as a result of tariffs imposed by the United States which are currently, or in the future, under consideration, proposed or enacted; • excess capacity expenses and inventory write-downs; • fluctuations in demand for our products, which may vary significantly, our ability to accurately forecast demand, and our ability to increase penetration with our existing customers and to expand to new customers; • changes in general market conditions and other factors, including factors unrelated to our operating performance or the performance of our competitors; • changes in volume and product mix, particularly from products with lower gross margins than other products that we sell, or changes in costs related to our instruments and consumables, including products which incur royalty payment obligations at higher rates than other products we sell; 14 Table of Contents • the success of our recently introduced and recently announced products and new versions of existing products, and our ability to generate revenue for such products, and the introduction of new products or product enhancements by us or others in our industry including the timing of such introductions; • disruptions in customers’ on-going experiments or interruptions in the ability of our customers to complete research projects; • investment decisions we make with respect to the allocation of our resources, including regarding product development or to support our commercial organization; • risks related to our business and demand for our products in China and elsewhere in the Asia-Pacific region, including competition or other factors; • differences in purchasing patterns across our customer base or across our two portfolios and variances in consumables spending for each of our portfolios; • higher than anticipated warranty costs; • the timing and amount of expenditures that we may incur to acquire, develop or commercialize additional products and technologies or for other purposes; • the timing and amount of expenditures (including success fees) related to litigation, as well as the outcomes of and related rulings in the litigation and administrative proceedings which may vary substantially from quarter to quarter; • the outcome of any current or future litigation or governmental investigations involving us or other third parties; • our ability and the ability of our partners to successfully manufacture our instruments and consumables in necessary quantities at necessary quality, including due to the impacts of supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • shortages, delays, production problems, distribution and quality issues with the materials we purchase for manufacturing, which could impact our ability to manufacture and ship our instruments, consumables and related components; • our inability or the inability of our customers to source our products or necessary equipment, components and materials used in our products or in conjunction with our products, including shortages of consumables or other components and materials used in gene sequencing (which occurred in 2024), because of issues with suppliers, including supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • our dependence and the dependence of our customers on single source and sole source suppliers for some of the equipment, components and materials used in our products or in conjunction with our products; • changes in customer payment timing trends including potential increases in the days sales outstanding (DSO); • expenses related to our facilities and real estate; • our ability to successfully integrate personnel, technology and other assets that we acquire into our company; • difficulties encountered by our commercial carriers in delivering our instruments or consumables, whether as a result of external factors such as weather, customs or import processes, transportation bottlenecks, port lockdowns or slowdowns or fuel shortages or internal issues such as labor disputes or difficulties hiring and retaining adequate staffing; • reductions in or other difficulties relating to staffing, capacity, shutdowns or slowdowns of laboratories and other institutions, such as reduced or delayed spending on instruments or consumables due to reductions in or other difficulties relating to staffing, capacity, shutdowns or slowdowns of laboratories and other institutions in which our instruments and solutions are used; • our reputation or public perception of us; • the impacts of geopolitical issues, infectious disease, epidemics or pandemics on our business operations and on the business operations of our customers, manufacturers and suppliers; and • the other factors described in this “ Risk Factors ” section.
Biggest changeThese fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: • delays in, changes in terms of, reductions of or cancellations of U.S. academic and government research funding of life sciences research, generally, or of research projects which utilize or could utilize our solutions, specifically, or other changes that impact budgets, budget cycles, seasonal or other spending patterns or the operations of our customers or the institutions that fund them, including potential freezes of, reductions in or reduced availability of U.S. academic and government research funding, including funding from the National Institutes of Health (“NIH”) or other sources for our customers; • the effects of competition, including competition with both new and existing companies offering products that compete or intend to compete with our products and may offer performance, price or other advantages as well as researchers developing their own solutions; • the timing and magnitude of our price changes, including the effects of potentially lower average selling prices for certain products as we expand our portfolio with lower-priced instruments and consumables; • the success of our recently introduced and recently announced products and new versions of existing products, and our ability to generate revenue for such products, and the introduction of new products or product enhancements by us or others in our industry including the timing of such introductions, and the risk that the introduction of a new or enhanced product cannibalizes sales of our existing products or that we fail to effectively manage the transition from older to newer versions of our products; • changes in volume and product mix, particularly from products with lower gross margins than other products that we sell, or changes in costs related to our instruments and consumables, including products which incur royalty payment obligations at higher rates than other products we sell; • the success of our strategy to enter the clinical and diagnostic markets; • fluctuations in demand for our products, which may vary significantly, our ability to accurately forecast demand, and our ability to increase penetration with our existing customers and to expand to new customers; • trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers, including retaliatory measures taken by trade partners; • changes in general market conditions and other factors, including factors unrelated to our operating performance or the performance of our competitors; • the effects of inflation on us or our customers, manufacturers and suppliers, including increases in the cost of labor and materials, including as a result of tariffs imposed by the United States which are currently, or in the future, under consideration, proposed or enacted; • modifications to our commercial processes and organization, including changes we made to our commercial processes and organization to increase effectiveness; • excess capacity expenses and inventory write-downs; • the timing and amount of expenditures (including success fees) related to litigation, as well as the outcomes of and related rulings in the litigation and administrative proceedings which may vary substantially from quarter to quarter; • disruptions in customers’ on-going experiments or interruptions in the ability of our customers to complete research projects; 14 Table of Contents • investment decisions we make with respect to the allocation of our resources, including regarding product development or to support our commercial organization; • differences in purchasing patterns across our customer base or across our two portfolios and variances in consumables spending for each of our portfolios; • the timing and amount of expenditures that we may incur to acquire, develop or commercialize additional products and technologies or for other purposes; • risks related to our business and demand for our products in China and elsewhere in the Asia-Pacific region, including competition or other factors; • the outcome of any current or future litigation or governmental investigations involving us or other third parties; • higher than anticipated warranty costs; • our ability and the ability of our partners to successfully manufacture our instruments and consumables in necessary quantities at necessary quality, including due to the impacts of supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • shortages, delays, production problems, distribution and quality issues with the materials we purchase for manufacturing, which could impact our ability to manufacture and ship our instruments, consumables and related components; • our inability or the inability of our customers to source our products or necessary equipment, components and materials used in our products or in conjunction with our products, including shortages of consumables or other components and materials used in gene sequencing (which occurred in 2024), because of issues with suppliers, including supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • our dependence and the dependence of our customers on single source and sole source suppliers for some of the equipment, components and materials used in our products or in conjunction with our products; • our ability to successfully integrate personnel, technology and other assets that we acquire into our company; • difficulties encountered by our commercial carriers in delivering our instruments or consumables, whether as a result of external factors such as weather, customs or import processes, transportation bottlenecks, port lockdowns or slowdowns or fuel shortages or internal issues such as labor disputes or difficulties hiring and retaining adequate staffing; • changes in customer payment timing trends including potential increases in the days sales outstanding (DSO); • reductions in or other difficulties relating to staffing, capacity, shutdowns or slowdowns of laboratories and other institutions, such as reduced or delayed spending on instruments or consumables due to reductions in or other difficulties relating to staffing, capacity, shutdowns or slowdowns of laboratories and other institutions in which our instruments and solutions are used; • expenses related to our facilities and real estate; • our reputation or public perception of us; • the impacts of geopolitical issues, infectious disease, epidemics or pandemics on our business operations and on the business operations of our customers, manufacturers and suppliers; and • the other factors described in this “ Risk Factors ” section.
In August 2022 we conducted a reduction in force in order to decrease costs and maintain a streamlined organization to support the business and in December 2023, we committed to a restructuring plan related to the closure of one of our research and development facilities.
In August 2022 we conducted a reduction in force in order to decrease costs and maintain a streamlined organization to support our business and in December 2023, we committed to a restructuring plan related to the closure of one of our research and development facilities.
Our previous acquisitions and any future transactions could be material to our financial condition and operating results and expose us to many risks, including: • increases in our expenses and reductions in our cash available for operations and other uses; • difficulties integrating acquired personnel, technologies and operations into our existing business; • failure to realize anticipated benefits or synergies from such a transaction; • unanticipated costs of or legal exposure related to complying with existing and future laws and regulations, including land use, antitrust, environmental or hazardous waste-related laws and regulations; • disruption in our relationships with customers, distributors, manufacturers, suppliers or other third parties as a result of such a transaction; • unanticipated liabilities related to acquired real estate or companies, including liabilities related to acquired intellectual property or litigation relating thereto; • diversion of management time and focus from operating our business; • possible write-offs or impairment charges relating to acquired businesses; and • potential higher taxes if our tax positions relating to certain acquisitions were challenged.
Our previous acquisitions and any future transactions could be material to our financial condition and operating results and expose us to many risks, including: • increases in our expenses and reductions in our cash available for operations and other uses; • difficulties integrating acquired personnel, technologies and operations into our existing business; • failure to realize anticipated benefits or synergies from such a transaction, including acquired intellectual property; • unanticipated costs of or legal exposure related to complying with existing and future laws and regulations, including land use, antitrust, environmental or hazardous waste-related laws and regulations; • disruption in our relationships with customers, distributors, manufacturers, suppliers or other third parties as a result of such a transaction; • unanticipated liabilities related to acquired real estate or companies, including liabilities related to acquired intellectual property or litigation relating thereto; • diversion of management time and focus from operating our business; • possible write-offs or impairment charges relating to acquired businesses; and • potential higher taxes if our tax positions relating to certain acquisitions were challenged.
The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that: • others will not develop, manufacture and/or commercialize similar or alternative products or technologies that do not infringe our patents; • any patents issued to us will provide a basis for an exclusive market for our commercially viable products or technologies, will provide us with any competitive advantages or will not be challenged by third parties; • any of our challenged patents will be found to ultimately be valid and enforceable; 40 Table of Contents • any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products or services; • any of our pending patent applications will issue as patents; • we will be able to successfully manufacture and commercialize our products on a substantial scale before relevant patents we may have expire; • we were the first to make the inventions covered by each of our patents and pending patent applications; • we were the first to file patent applications for these inventions; • we will develop additional proprietary technologies or products that are separately patentable; or • our commercial activities or products will not infringe upon the patents of others.
The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that: • others will not develop, manufacture and/or commercialize similar or alternative products or technologies that do not infringe our patents; 40 Table of Contents • any patents issued to us will provide a basis for an exclusive market for our commercially viable products or technologies, will provide us with any competitive advantages or will not be challenged by third parties; • any of our challenged patents will be found to ultimately be valid and enforceable; • any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products or services; • any of our pending patent applications will issue as patents; • we will be able to successfully manufacture and commercialize our products on a substantial scale before relevant patents we may have expire; • we were the first to make the inventions covered by each of our patents and pending patent applications; • we were the first to file patent applications for these inventions; • we will develop additional proprietary technologies or products that are separately patentable; or • our commercial activities or products will not infringe upon the patents of others.
In addition, our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class; • our multi-class common stock structure provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause by the affirmative vote of holders of at least two-thirds of the voting power of our then outstanding capital stock; 54 Table of Contents • certain amendments to our amended and restated certificate of incorporation require the approval of stockholders holding two-thirds of the voting power of our then outstanding capital stock; • any stockholder-proposed amendment to our amended and restated bylaws requires the approval of stockholders holding two-thirds of the voting power of our then outstanding capital stock; • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; • our stockholders are able to act by written consent only if the action is first recommended or approved by the board of directors; • vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders; • only our chairman of the board of directors, chief executive officer or a majority of the board of directors are authorized to call a special meeting of stockholders; • certain litigation against us can only be brought in Delaware; • our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class; • our multi-class common stock structure provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause by the affirmative vote of holders of at least two-thirds of the voting power of our then outstanding capital stock; • certain amendments to our amended and restated certificate of incorporation require the approval of stockholders holding two-thirds of the voting power of our then outstanding capital stock; • any stockholder-proposed amendment to our amended and restated bylaws requires the approval of stockholders holding two-thirds of the voting power of our then outstanding capital stock; 54 Table of Contents • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; • our stockholders are able to act by written consent only if the action is first recommended or approved by the board of directors; • vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders; • only our chairman of the board of directors, chief executive officer or a majority of the board of directors are authorized to call a special meeting of stockholders; • certain litigation against us can only be brought in Delaware; • our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
This means that while our directors and officers have direct insurance coverage for acts which the company is not legally required or permitted to indemnify them, the company itself does not have coverage for amounts incurred in defending, among other things, stockholder derivative or securities class action lawsuits or in the event of certain investigative actions, for amounts it must pay as a result of such suits or amounts it must pay to indemnify our directors or officers.
This means that while our directors and officers have direct insurance coverage for acts which the company is not legally required or permitted to indemnify them, the company itself does not have coverage for amounts incurred in defending, among other things, stockholder derivative or securities class action lawsuits or in the event of certain investigative actions, for amounts it must pay as a result of such suits or amounts it must pay to indemnify our directors or officers.
As a result, the demand for our products will depend upon research priorities and purchasing patterns of these customers, the ability of such customers to adequately staff, access and utilize labs and conduct research, the research and development budgets of these customers and the ability of such customers to receive funding for research, all of which are impacted by factors beyond our control, such as: • decreases or delays in funding of research and development; 16 Table of Contents • changes in, restrictions upon, availability of, delays or interruptions to funding or other incentives for our customers including administrative or other delays in funding or incentive award processes, changes in the amount of funds or other incentives allocated to different areas of research, changes that have the effect of increasing the length of the funding or incentive award process; • competitor product offerings or pricing; • changes in our customers' research priorities; • macroeconomic conditions including regional, national or global economic downturns, inflation, interest rate or currency fluctuations, trade policies and tariffs, regulatory changes, political instability, labor market conditions, supply chain disruptions and technological changes; • risks related to our business in China and elsewhere in the Asia-Pacific region, including macroeconomic conditions, local competition or other factors: • scientists’ and customers’ opinions of the utility of our products or services; • our inability or the inability of our customers to source products or necessary equipment, components and materials used in our products or in conjunction with our products because of issues with suppliers or distribution networks, including supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • citation of new products, new versions of existing products or services in published research; • changes in the regulatory environment; • differences in budgetary cycles; • delays in spending while customers or potential customers assess and validate newly introduced products or versions of our products prior to purchasing; • market-driven pressures to consolidate operations and reduce costs; • reductions in or other difficulties relating to staffing, capacity, slowdowns or shutdowns of laboratories or other institutions in which our solutions are used, including reduced or delayed spending on instruments or consumables due to reductions in or other difficulties relating to staffing, capacity, slowdowns or shutdowns of laboratories or other institutions in which our solutions are used; and • market acceptance of relatively new technologies, such as ours.
As a result, the demand for our products will depend upon research priorities and purchasing patterns of these customers, the ability of such customers to adequately staff, access and utilize labs and conduct research, the research and development budgets of these customers and the ability of such customers to receive funding for research, all of which are impacted by factors beyond our control, such as: • decreases or delays in funding of research and development; • competitor product offerings or pricing, including product bundling; • changes in our customers' research priorities; • scientists’ and customers’ opinions of the utility of our products or services; 19 Table of Contents • delays in spending while customers or potential customers assess and validate newly introduced products or versions of our products prior to purchasing; • market-driven pressures to consolidate operations and reduce costs; • market acceptance of relatively new technologies, such as ours; • changes in, restrictions upon, availability of, delays or interruptions to funding or other incentives for our customers including administrative or other delays in funding or incentive award processes, changes in the amount of funds or other incentives allocated to different areas of research, changes that have the effect of increasing the length of the funding or incentive award process; • macroeconomic conditions including regional, national or global economic downturns, inflation, interest rate or currency fluctuations, trade policies and tariffs, regulatory changes, political instability, labor market conditions, supply chain disruptions and technological changes; • our inability or the inability of our customers to source products or necessary equipment, components and materials used in our products or in conjunction with our products because of issues with suppliers or distribution networks, including supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages; • citation of new products, new versions of existing products or services in published research; • changes in the regulatory environment; • differences in budgetary cycles; • risks related to our business in China and elsewhere in the Asia-Pacific region, including macroeconomic conditions, local competition or other factors; and • reductions in or other difficulties relating to staffing, capacity, slowdowns or shutdowns of laboratories or other institutions in which our solutions are used, including reduced or delayed spending on instruments or consumables due to reductions in or other difficulties relating to staffing, capacity, slowdowns or shutdowns of laboratories or other institutions in which our solutions are used.
Our effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of our operations, changes in our future levels of research and development spending, changes in tax benefits from share based compensation, mergers and acquisitions or the result of examinations by various tax authorities.
Our effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in the level of non-deductible expenses (including stock-based compensation), changes in the location of our operations, changes in our future levels of research and development spending, changes in tax benefits from share based compensation, mergers and acquisitions or the result of examinations by various tax authorities.
In addition, malicious code (such as viruses, worms and ransomware), bugs or vulnerabilities in our code, employee theft or misuse, human error, social engineering and phishing scams, denial-of-service attacks and sophisticated nation-state and nation-state supported attacks (including advanced persistent threat intrusions), are all increasingly common threats to companies like us.
In addition, malicious code (such as viruses, worms and ransomware), misconfigurations, bugs or vulnerabilities in our code, employee theft or misuse, human error, social engineering and phishing scams, denial-of-service attacks and sophisticated nation-state and nation-state supported attacks (including advanced persistent threat intrusions), are all increasingly common threats to companies like us.
In addition, any access, disclosure, loss or unauthorized use of information or data could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant penalties and fines.
In addition, any access, disclosure, loss or unauthorized use of information or data could result in legal claims or proceedings (including class actions), regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant penalties and fines.
International operations entail a variety of other risks, including, without limitation: • variances in demand for our products across regions, including in China and elsewhere in the Asia-Pacific region; • challenges in staffing and managing foreign operations, including executing our commercial goals and our dependence on our distributors in certain regions; • tariffs or other restrictions imposed by the United States on goods from other countries and tariffs or other restrictions imposed by other countries on United States goods, or increases in existing tariffs; • changes in diplomatic and trade relationships, including new or enhanced tariffs or duties, trade protection measures, import or export licensing requirements, trade embargoes and other trade barriers; • currency fluctuations ; • potentially longer sales cycles and more time required to engage and educate customers on the benefits of our products outside of the United States; 24 Table of Contents • complexities associated with managing third-party contract manufacturers and suppliers located outside of the United States; • United States and foreign government trade restrictions, including those which may impose restrictions on the importation, exportation, re-exportation, sale, shipment or other transfer of programming, technology, components and/or services to foreign persons or entities; • reduced protection for intellectual property rights in some countries and practical difficulties of enforcing intellectual property or other legal rights abroad; • deterioration of political relations between the United States and China, the United States and Russia or other nations or political organizations, which could have a material adverse effect on our sales and operations in these countries; • changes in social, political and economic conditions or in laws, regulations and policies governing foreign trade, manufacturing, development and investment both domestically as well as in the other countries and jurisdictions into which we sell our products; • difficulties in obtaining export licenses or in overcoming other trade barriers and restrictions resulting in delivery delays or our inability to manufacture or sell our products in certain countries; • natural disasters, infectious diseases, conflict, geopolitical turmoil, war, civil unrest, epidemics, pandemics or major catastrophic events; • increased financial accounting and reporting burdens and complexities; • the potential need for localized software, documentation and post-sales support; • higher levels of credit risk and payment fraud and longer payment cycles associated with, and increased difficulty of payment collections from certain international customers; and • significant taxes or other burdens of complying with a variety of foreign laws, including laws relating to privacy and data protection such as the European Union General Data Protection Regulation (“GDPR”).
International operations entail a variety of other risks, including, without limitation: • variances in demand for our products across regions, including in China and elsewhere in the Asia-Pacific region; • changes in diplomatic and trade relationships, including new or enhanced tariffs or duties, trade protection measures, import or export licensing requirements, trade embargoes and other trade barriers; • tariffs or other restrictions imposed by the United States on goods from other countries and tariffs or other restrictions imposed by other countries on United States goods, or increases in existing tariffs; • currency fluctuations ; • challenges in staffing and managing foreign operations, including executing our commercial goals and our dependence on our distributors in certain regions; • potentially longer sales cycles and more time required to engage and educate customers on the benefits of our products outside of the United States; • complexities associated with managing third-party contract manufacturers and suppliers located outside of the United States; • United States and foreign government trade restrictions, including those which may impose restrictions on the importation, exportation, re-exportation, sale, shipment or other transfer of programming, technology, components and/or services to foreign persons or entities; • reduced protection for intellectual property rights in some countries and practical difficulties of enforcing intellectual property or other legal rights abroad; • deterioration of political relations between the United States and China, the United States and Russia or other nations or political organizations, which could have a material adverse effect on our sales and operations in these countries; • changes in social, political and economic conditions or in laws, regulations and policies governing foreign trade, manufacturing, development and investment both domestically as well as in the other countries and jurisdictions into which we sell our products; 25 Table of Contents • difficulties in obtaining export licenses or in overcoming other trade barriers and restrictions resulting in delivery delays or our inability to manufacture or sell our products in certain countries; • natural disasters, infectious diseases, conflict, geopolitical turmoil, war, civil unrest, epidemics, pandemics or major catastrophic events; • increased financial accounting and reporting burdens and complexities; • the potential need for localized software, documentation and post-sales support; • higher levels of credit risk and payment fraud and longer payment cycles associated with, and increased difficulty of payment collections from certain international customers; and • significant taxes or other burdens of complying with a variety of foreign laws, including laws relating to privacy and data protection such as the European Union General Data Protection Regulation (“EU GDPR”).
The illegal distribution and sale by third parties of stolen, counterfeit or unfit versions of our products could have a negative impact on our reputation and business. Third parties might illegally distribute and sell stolen, counterfeit or unfit versions of our products, which do not meet our rigorous manufacturing, distribution and quality standards.
The illegal distribution and sale by third parties of stolen, counterfeit or unfit versions of our products could have a negative impact on our reputation and business. Third parties might illegally distribute and sell stolen, counterfeit or unfit versions of our products, which do not meet our rigorous manufacturing, distribution and quality standards, or data.
We are significantly dependent upon revenue generated from the sale of our Chromium solutions, and in particular our Universal Gene Expression solutions. We currently generate the majority of our revenue from the sale of our instruments and consumables for our Chromium platform.
We are significantly dependent upon revenue generated from the sale of our Chromium solutions, and in particular our Universal Gene Expression and Flex solutions. We currently generate the majority of our revenue from the sale of our instruments and consumables for our Chromium platform.
In addition to the litigation in Note 7, we may in the future be a party to other litigation or legal proceedings to protect, enforce or defend our patents or other intellectual property, which, if resolved adversely to us, could invalidate or render unenforceable our intellectual property or generally preclude us from restraining, enjoining or otherwise seeking to exclude competitors from commercializing products using technology developed or used by us.
In addition to the litigation in Note 4, we may in the future be a party to other litigation or legal proceedings to protect, enforce or defend our patents or other intellectual property, which, if resolved adversely to us, could invalidate or render unenforceable our intellectual property or generally preclude us from restraining, enjoining or otherwise seeking to exclude competitors from commercializing products using technology developed or used by us.
Additionally, these and other economic conditions may cause our suppliers, distributors, contractors or other third-party suppliers or manufacturers to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected.
Additionally, adverse economic conditions may cause our suppliers, distributors, contractors or other third-party suppliers or manufacturers to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected.
In addition, the GDPR provides for breach reporting requirements, more robust regulatory enforcement and greater penalties for noncompliance than previous data protection laws, including fines of up to €20 million or 4% of a noncompliant company’s global annual revenue for the preceding financial year, whichever is greater.
In addition, the GDPR provides for breach reporting requirements, more robust regulatory enforcement and greater penalties for noncompliance than previous data protection laws, including fines of up to €20 million / £17.5 million or 4% of a noncompliant company’s global annual revenue for the preceding financial year, whichever is greater.
It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such Confidential Information.
It is critical that we do so in a secure manner to maintain the confidentiality, availability and integrity of such Confidential Information.
Moreover, even if we receive FDA clearance or approval or certification from foreign bodies of new products or modifications to existing products, we will be required to comply with extensive regulations relating to the development, research, clearance, approval, certification, distribution, marketing, advertising and promotion, manufacture, adverse event reporting, recordkeeping, import and export of such products, which may substantially increase our operating costs and have a material impact on our business, profits and results of operations.
Moreover, even if we receive FDA clearance or approval or certification from foreign bodies of new products or modifications to existing products, we will be required to comply with extensive regulations relating to the development, research, clearance, approval, certification, distribution, marketing, advertising and promotion, manufacture, 37 Table of Contents adverse event reporting, recordkeeping, and import and export of such products, which may substantially increase our operating costs and have a material impact on our business, profits and results of operations.
These actions may increase the cost of doing business in China or limit how we may do business in China, which could materially and adversely affect our business. In addition, we have suppliers, employees and manufacturing operations in Taiwan. As a result, our business could be materially and negatively impacted by adverse changes in China-Taiwan relations.
These actions may increase the cost of doing business in China or limit how we may do business in China, which could materially and adversely affect our business. We also have suppliers, employees and manufacturing operations in Taiwan. As a result, our business could be materially and negatively impacted by adverse changes in China-Taiwan relations.
We sell our products through third-party distributors in certain regions of Asia, Europe, Oceania, Central America, South America, the Middle East and Africa. We intend to continue to grow our business internationally and to do so we must attract additional distributors and retain existing distributors to maximize the commercial opportunity for our products.
We sell our products through third-party distributors in certain regions of Asia, Europe, Oceania, North America, South America, the Middle East and Africa. We intend to continue to grow our business internationally and to do so we must attract additional distributors and retain existing distributors to maximize the commercial opportunity for our products.
The FDA and foreign authorities could disagree with our assessment that our products are properly marketed as RUOs, or could conclude that products labeled as RUO are actually intended for clinical diagnostic use, and could take enforcement action against us, including requiring us to stop distribution of our products until we are in compliance with applicable regulations, which would reduce our revenue, increase our costs and adversely affect our business, prospects, results of operations and financial condition.
The FDA and foreign authorities could disagree with our assessment that our products are properly marketed as RUOs, or could conclude that products labeled as RUO are actually intended for clinical diagnostic use, and could take enforcement action against us, including 36 Table of Contents requiring us to stop distribution of our products until we are in compliance with applicable regulations, which would reduce our revenue, increase our costs and adversely affect our business, prospects, results of operations and financial condition.
Cyberattacks and other malicious internet-based activity continue to increase and cloud-based platform providers of services have been and are expected to continue to be targeted and threat actors are increasingly utilizing tools and techniques designed to evade controls, to avoid detection and even to obfuscate or remove forensic evidence.
Cyberattacks and other malicious internet-based activity continue to increase and cloud-based platform providers of services have been and are expected to continue to be targeted and threat actors are increasingly utilizing tools and techniques (including AI) designed to evade controls, to avoid detection and even to obfuscate or remove forensic evidence.
While we achieved this goal for the quarter ended December 31, 2023, we did not attain cash flows from operating activities in excess of our capital investment requirements for the full year ended December 31, 2024 and we may not be able to maintain cash flows from operating activities in excess of our capital investment requirements in the future on a sustained basis or at all due to a variety of factors, including if we do not generate sufficient revenue or achieve our gross margin targets, if we acquire businesses or technologies (or complete expenditures related to previous acquisitions) or if our spending is higher than anticipated.
While we achieved this goal for the quarter ended December 31, 2023 and for the year ended 55 Table of Contents December 31, 2025, we did not attain cash flows from operating activities in excess of our capital investment requirements for the full year ended December 31, 2024 and we may not be able to maintain cash flows from operating activities in excess of our capital investment requirements in the future on a sustained basis or at all due to a variety of factors, including if we do not generate sufficient revenue or achieve our gross margin targets, if we acquire businesses or technologies (or complete expenditures related to previous acquisitions) or if our spending is higher than anticipated.
Specifically, these decisions stand for the proposition that patent claims that recite laws of nature (for example, the relationships between gene expression levels and the likelihood of risk of recurrence of cancer) are not themselves patentable unless those patent claims have sufficient additional features that provide practical assurance that the processes are genuine inventive applications of those laws rather than patent drafting efforts designed to monopolize the law of nature itself.
Specifically, these decisions stand for the proposition that patent claims that recite laws of nature (for example, the relationships between gene expression levels and the likelihood of risk of 44 Table of Contents recurrence of cancer) are not themselves patentable unless those patent claims have sufficient additional features that provide practical assurance that the processes are genuine inventive applications of those laws rather than patent drafting efforts designed to monopolize the law of nature itself.
The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our patents, trademarks, data, technology and other intellectual property rights by others, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated or otherwise violated by others.
The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or 39 Table of Contents misappropriation of our patents, trademarks, data, technology and other intellectual property rights by others, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated or otherwise violated by others.
We expect that our losses will continue in the near term as we continue to invest significantly in research and development and the commercialization of both new products and improved versions of existing products. We also expect that our operating expenses will continue to increase as we grow our business.
We expect that our losses will continue in the near term as we continue to invest significantly in research and development and the commercialization of both new products and improved versions of existing products. Our operating expenses may increase as we grow our business.
If China were to expand the Unreliable Entity List to include other life sciences companies, including 10x, our business in China, which represented approximately ten percent of our total revenue in 2024, could be materially impacted or eliminated. In recent years, the United States government has a renewed focus on export control matters.
If China were to expand the Unreliable Entity List to include other life sciences companies including 10x, our business in China, which represented approximately ten percent of our total revenue in 2025, could be materially impacted or eliminated. Further, in recent years the United States government has a renewed focus on export control matters.
For example, on February 7, 2025, the NIH imposed a standard indirect rate of 15% across all NIH grants for indirect costs, defined as “facilities” and “administration,” in lieu of a separately negotiated rate for indirect costs in every grant.
For example, in February 2025, the NIH imposed a standard indirect rate of 15% across all NIH grants for indirect costs, defined as “facilities” and “administration,” in lieu of a separately negotiated rate for indirect costs in every grant.
These laws generally prohibit, unless authorized by the relevant authority or otherwise exempt from the regulations, the conduct of business with persons, countries, regions, and governments that are targeted by “sanctions,” including but not limited to persons listed on the United States Department of Commerce’s List of Denied Persons and the United States Department of Treasury’s Specially Designated Nationals and Blocked Persons List, and the areas subject to trade embargoes by the United States (currently, Cuba, Iran, Syria, North Korea, and the Crimea region of Ukraine).
These laws generally prohibit, unless authorized by the relevant authority or otherwise exempt from the regulations, the conduct of business with persons, countries, regions, and governments that are targeted by “sanctions,” including but not limited to persons listed on the United States Department of Commerce’s List of Denied Persons and the United States Department of Treasury’s Specially Designated Nationals and Blocked Persons List, and the areas subject to trade embargoes by the United States (currently, Cuba, Iran, North Korea, and the Crimea, Donetsk and Luhansk regions of Ukraine).
In recent years, stock markets in general, and the market for life sciences technology companies in particular (including companies in the genomics, biotechnology, diagnostics and related sectors), have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose 56 Table of Contents stock is experiencing those price and volume fluctuations.
In recent years, stock markets in general, and the market for life sciences technology companies in particular (including companies in the genomics, biotechnology, diagnostics and related sectors), have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.
You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report, before deciding whether to invest in our Class A common stock.
You should carefully consider the risks described below, as well as the other information in this Annual Report including our financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our Class A common stock.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of or our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and 34 Table of Contents there can be no assurance that the usage of or our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
Countries placed on the Priority Watch List are the focus of increased bilateral attention concerning the specific problem 45 Table of Contents areas. It is possible that we will not be able to enforce our intellectual property rights against third parties that misappropriate our proprietary technology in those countries.
Countries placed on the Priority Watch List are the focus of increased bilateral attention concerning the specific problem areas. It is possible that we will not be able to enforce our intellectual property rights against third parties that misappropriate our proprietary technology in those countries.
Our trademarks or trade names may be infringed, circumvented, declared generic or determined to be violating or infringing on other marks. Our solutions contain third-party open source software components and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.
Our trademarks or trade names may be infringed, circumvented, declared generic or determined to be violating or infringing on other marks. 46 Table of Contents Our solutions contain third-party open source software components and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.
We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property rights. 41 Table of Contents We may also be subject to claims that our former employees, contractors or collaborators, or other third parties have an ownership interest in our current or future patents, patent applications, or other intellectual property rights, including as an inventor or co-inventor.
We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property rights. We may also be subject to claims that our former employees, contractors or collaborators, or other third parties have an ownership interest in our current or future patents, patent applications, or other intellectual property rights, including as an inventor or co-inventor.
Underlying our market estimates are a number of 19 Table of Contents estimates and assumptions, including the assumption that government or other sources of funding will continue to be available to life sciences researchers at times and in amounts necessary to allow them to purchase our solutions.
Underlying our market estimates are a number of estimates and assumptions, including the assumption that government or other sources of funding will continue to be available to life sciences researchers at times and in amounts necessary to allow them to purchase our solutions.
We are in essence self-insuring for these costs. Any costs incurred in connection with such litigation could have a material adverse effect on our business, financial condition and results of operations. Item 1B. Unresolved Staff Comments. None.
We are in essence self-insuring for these costs. Any costs incurred in connection with such litigation could have a material adverse effect on our business, financial condition and results of operations. 57 Table of Contents Item 1B. Unresolved Staff Comments. None.
Moreover, even if we are successful in any litigation, we may incur significant expense in connection with such proceedings, and the amount of any monetary damages may be inadequate to compensate us for damage as a result of the infringement and the proceedings.
Moreover, even if we are successful in any litigation, we may 41 Table of Contents incur significant expense in connection with such proceedings, and the amount of any monetary damages may be inadequate to compensate us for damage as a result of the infringement and the proceedings.
Risks related to our regulatory environment and taxation: • Our products could become subject to more onerous government regulation; • Changes in tax laws or regulations that are applied adversely to us or our customers; and • Ethical, legal, privacy and social concerns or governmental restrictions surrounding the use of the genomic and multiomic information and gene editing.
Risks related to our regulatory environment and taxation: • Our products could become subject to more onerous government regulation by the FDA or other regulatory agencies; • Changes in tax laws or regulations that are applied adversely to us or our customers; and • Ethical, legal, privacy and social concerns or governmental restrictions surrounding the use of the genomic and multiomic information and gene editing.
Certain disruptions in supply of, and changes in the competitive environment for, raw materials integral to the manufacturing of our products may adversely affect our profitability. 27 Table of Contents We use a broad range of materials and supplies, including metals, chemicals and electronic components, in our products.
Certain disruptions in supply of, and changes in the competitive environment for, raw materials integral to the manufacturing of our products may adversely affect our profitability. We use a broad range of materials and supplies, including metals, chemicals and electronic components, in our products.
Any failure to maintain effective disclosure controls and internal control over financial reporting could materially and adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock.
Any failure to maintain effective disclosure controls and internal control over financial 35 Table of Contents reporting could materially and adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock.
At times the risk that we will not be able to source the necessary equipment, components and materials to manufacture our products led us, and may 20 Table of Contents again lead us, to carry higher inventory. Further, differences in purchasing patterns across our customer base could negatively impact our ability to accurately forecast demand.
At times the risk that we will not be able to source the necessary equipment, components and materials to manufacture our products led us, and may again lead us, to carry higher inventory. Further, differences in purchasing patterns across our customer base could negatively impact our ability to accurately forecast demand.
Reductions in the staff available to process, review and make decisions regarding patent applications as well as complete other patent-related activities could delay or prevent us from successfully prosecuting our current or future patent applications. Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
Reductions in the staff available to process, review and make decisions regarding patent applications as well as complete other patent-related activities could delay or prevent us from successfully prosecuting our current or future patent applications. 45 Table of Contents Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
The success of any enhancement to our solutions depends on several factors, including technical specifications, timely completion and delivery, competitive pricing and features, adequate quality testing, integration with existing technologies and overall market acceptance.
The success of any enhancement to our solutions 18 Table of Contents depends on several factors, including technical specifications, timely completion and delivery, competitive pricing and features, adequate quality testing, integration with existing technologies and overall market acceptance.
We cannot predict the number, timing or size of future investments, acquisitions or dispositions or the effect that any such transactions might have on our operating results. 33 Table of Contents Seasonality may cause fluctuations in our revenue and results of operations.
We cannot predict the number, timing or size of future investments, acquisitions or dispositions or the effect that any such transactions might have on our operating results. Seasonality may cause fluctuations in our revenue and results of operations.
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks related to our business and industry: • Fluctuations in our operating results due to a variety of factors; • Our dependency on the availability of government funding to and research and development spending by research institutions; • Our ability to compete effectively; • Our pricing strategy; • Existing, enhanced or new trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers; • Our ability to increase penetration into our existing customer segments and to maintain and increase the effectiveness of our commercial organization; • The size of the market for our solutions; • The complexity of data generated by our products; • Our ability to effectively manage product transitions and forecast customer demand, including for both existing and newly introduced products; • Our ability to generate sufficient revenue, to attain cash flows from operating activities in excess of our capital investment requirements and to achieve and maintain profitability; • Our ability to consistently manufacture our products to necessary specifications in necessary quantities and at acceptable cost and performance level; • Our ability to develop new products or new versions of existing products and enhance the capabilities of our existing products; • Our dependency on revenue generated from the sale of our Chromium solutions; • Doing business internationally, including in China and elsewhere in the Asia-Pacific region, and exposure to interest and foreign currency exchange rates; • The ability of suppliers to meet our needs and the needs of our customers; • The complexity of our operations and manufacturing our products, including in sourcing raw materials and preventing errors and defects in our solutions; • Our limited operating history, losses since inception, fluctuations in revenue and management of growth; and • The success of our products in achieving and sustaining scientific acceptance and generating revenue.
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks related to our business and industry: • Fluctuations in our operating results due to a variety of factors; • Our dependency on the availability of funding, including government funding, to and research and development spending by research institutions; • Our ability to compete effectively; • Our pricing strategy; • Our ability to develop new products or new versions of existing products and enhance the capabilities of our existing products; 12 Table of Contents • Our ability to effectively manage product transitions and forecast customer demand, including for both existing and newly introduced products, including the risk that new products or new versions of existing products cannibalize or adversely affect the sales of our existing products; • Our strategy to enter the clinical and diagnostic markets; • Trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers; • Our ability to increase penetration into our existing customer segments and to maintain and increase the effectiveness of our commercial organization; • The size of the market for our solutions; • Our ability to generate sufficient revenue, to attain cash flows from operating activities in excess of our capital investment requirements and to achieve and maintain profitability; • The complexity of data generated by our products; • Our ability to consistently manufacture our products to necessary specifications in necessary quantities and at acceptable cost and performance level; • Our dependency on revenue generated from the sale of our Chromium solutions; • Doing business internationally, including in China and elsewhere in the Asia-Pacific region, and exposure to interest and foreign currency exchange rates; • The ability of suppliers to meet our needs and the needs of our customers; • The complexity of our operations and manufacturing our products, including in sourcing raw materials and preventing errors and defects in our solutions; • Our limited operating history, losses since inception, fluctuations in revenue and management of growth; and • The success of our products in achieving and sustaining scientific acceptance and generating revenue.
Developing and launching new products and innovating and improving our existing products have required us to hire and retain additional scientific, sales and marketing, software, manufacturing, distribution and quality assurance personnel. As a result, we have experienced rapid headcount growth from 110 employees as of December 31, 2015 to 1,306 employees as of December 31, 2024.
Developing and launching new products and innovating and improving our existing products have required us to hire and retain additional scientific, sales and marketing, software, manufacturing, distribution and quality assurance personnel. As a result, we have experienced rapid headcount growth from 110 employees as of December 31, 2015 to 1,178 employees as of December 31, 2025.
There can be no assurance that we will receive the required approvals, clearances or certifications for any new products or for modifications to our existing products on a timely basis or that any approval, clearance or certification will not be subsequently withdrawn or conditioned upon 37 Table of Contents extensive post-market study requirements.
There can be no assurance that we will receive the required approvals, clearances or certifications for any new products or for modifications to our existing products on a timely basis or that any approval, clearance or certification will not be subsequently withdrawn or conditioned upon extensive post-market study requirements.
Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. The U.S.
Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
In addition, various state, federal and international agencies that provide grants and other funding may be subject to budgetary or other constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, which could jeopardize the ability of researchers to purchase our products.
In addition, various private, state, federal and international agencies that provide grants and other funding may be subject to budgetary or other constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, budget reprioritizations, delays or funding cancellations, which could jeopardize the ability of researchers to purchase our products.
The Chinese government requires compliance with significant technical and other regulatory requirements and may adopt new regulations that may impact entities operating in China, including us, our distributors, suppliers and other third parties, potentially with little advance notice, which may directly or indirectly impact our sales and operations in China.
The Chinese government requires compliance with significant technical and other regulatory requirements and may adopt new regulations that may impact entities operating in 26 Table of Contents China, including us, our distributors, suppliers and other third parties, potentially with little advance notice, which may directly or indirectly impact our sales and operations in China.
Seasonal or cyclical variations in our sales have in the past, and may in the future, become more or less pronounced over time, and have in the past materially affected, and may in the future materially affect, our business, financial condition, results of operations and prospects.
Seasonal or cyclical variations in our sales have in the past, and may in the future, become more or less pronounced over time, and have in the past materially affected, and may in the future materially 33 Table of Contents affect, our business, financial condition, results of operations and prospects.
See Note 7, Commitments and Contingencies, to the consolidated financial statements included in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved.
See Note 4, Commitments and Contingencies, to the condensed consolidated financial statements included in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved.
We have incurred significant losses since we were formed in 2012 and expect to incur losses in the future. We incurred net losses of $182.6 million and $255.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $1.5 billion.
We have incurred significant losses since we were formed in 2012 and expect to incur losses in the future. We incurred net losses of $43.5 million and $182.6 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $1.5 billion.
The facilities 30 Table of Contents and the equipment we and our third-party manufacturers use to manufacture our instruments and consumables and that we use in our research and development programs would be costly to replace and could require substantial lead times to repair or replace. Our facilities are vulnerable to natural disasters and catastrophic events.
The facilities and the equipment we and our third-party manufacturers use to manufacture our instruments and consumables and that we use in our research and development programs would be costly to replace and could require substantial lead times to repair or replace. Our facilities are vulnerable to natural disasters and catastrophic events.
Depending on actions by the United States Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken 44 Table of Contents our ability to obtain new patents or to enforce patents that we own or that we might obtain or license in the future.
Depending on actions by the United States Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we own or that we might obtain or license in the future.
Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance or the other expectations we set may not ultimately 55 Table of Contents be accurate and has in the past been inaccurate in certain respects.
Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance or the other expectations we set may not ultimately be accurate and has in the past been inaccurate in certain respects.
In addition, our suppliers or customers may face difficulties in procuring or delivering, or in some cases may be unable to procure or deliver, the equipment, materials or components from their own suppliers necessary to supply us with products, equipment, components or materials or conduct experiments using our solutions.
In addition, our suppliers or customers may face difficulties in procuring or delivering, or in some cases may be unable to procure or deliver, 27 Table of Contents the equipment, materials or components from their own suppliers necessary to supply us with products, equipment, components or materials or conduct experiments using our solutions.
Our operating costs have increased, and may continue to increase, due to the recent growth in inflation, which may be exacerbated by tariffs imposed by the United States which are currently, or in the future, under consideration, proposed or enacted.
Our operating costs have increased, and may continue to increase, due to the recent growth in inflation, which may be exacerbated by tariffs imposed by the United 22 Table of Contents States which are currently, or in the future, under consideration, proposed or enacted.
Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from USPTO, or made a misleading statement, during prosecution. Mechanisms for such challenges include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings).
Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the U.S. Patent and Trademark Office (“USPTO”), or made a misleading statement, during prosecution. Mechanisms for such challenges include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings).
Patent and Trademark Office, or USPTO, and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process.
The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process.
There is currently significant uncertainty about the future relationship between the United States and its trade partners, most significantly China, with respect to trade policies, treaties, government regulations and tariffs and the United States has stated it is considering tariffs or other restrictions on goods from a number of other countries.
There is currently significant uncertainty about the future relationship between the United States and its trade partners, most significantly China, with respect to trade policies, treaties, government regulations and tariffs and the United States has implemented and is considering additional new tariffs or other restrictions on goods from a number of other countries.
For example, we consummated two acquisitions in each of 2018 and 2020, one in 2021 and another in 2023, and we intend to continue to make investments that meet management’s criteria to expand or add key technologies that we believe 28 Table of Contents will facilitate the commercialization of new products or new versions of existing products in the future.
For example, we consummated two acquisitions in each of 2018 and 2020, one in 2021, one in 2023 and one in 2025, and we intend to continue to make investments that meet management’s criteria to expand or add key technologies that we believe will facilitate the commercialization of new products or new versions of existing products in the future.
Any new solution that we develop 23 Table of Contents may not be introduced in a timely or cost-effective manner, may contain errors, vulnerabilities or bugs, or may not achieve the market acceptance necessary to generate significant revenue.
Any new solution that we develop may not be introduced in a timely or cost-effective manner, may contain errors, vulnerabilities or bugs, or may not achieve the market acceptance necessary to generate significant revenue.
There can be no assurance that our trademark applications will be approved for registration. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such 46 Table of Contents rejections.
There can be no assurance that our trademark applications will be approved for registration. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections.
If researchers experience reductions or delays in government funding, or modifications of the terms or conditions of funding, they may reduce or delay their purchases of our products and services, which could have a material adverse effect on our business, financial condition and results of operations.
If researchers experience delays, reductions or cancellations in U.S. academic and government funding, or modifications of the terms or conditions of funding, they may reduce, delay or cancel their purchases of our products and services, which could have a material adverse effect on our business, financial condition and results of operations.
Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries outside the EEA that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remains uncertain.
Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries outside the EEA or UK that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and certain jurisdictions, including the United States and China, remains uncertain.
Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors and other third parties gaining access to the same intellectual property.
Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors 51 Table of Contents and other third parties gaining access to the same intellectual property.
For example, we recorded charges of $11.3 million and $7.8 million in 2024 and 2023 related to excess and obsolete inventory. In addition, in the past supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages have made it more difficult to predict customer demand and effectively manage inventory levels for our instruments and consumables.
For example, we recorded charges of $26.5 million and $11.3 million in 2025 and 2024 related to excess and obsolete inventory. In addition, in the past supply chain disruptions, logistics, shipping and other distribution disruptions and labor shortages have made it more difficult to predict customer demand and effectively manage inventory levels for our instruments and consumables.
Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters, fines, injunctions, civil penalties, termination of distribution, recalls or seizures of products, delays in the introduction of products into the market, total or partial suspension of production, refusal to grant future clearances, approvals or certifications, withdrawals or suspensions of existing clearances, approvals or certifications, resulting in prohibitions on sales of our products, and in the most serious cases, criminal penalties.
Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as warning letters, fines, injunctions, civil penalties, termination of distribution, recalls or seizures of products, delays in the introduction of products into the market, total or partial suspension of production, refusal to grant future clearances, approvals or certifications, withdrawals or suspensions of existing clearances, approvals or certifications, resulting in prohibitions on sales of our products, and in the most serious cases, criminal penalties, which could significantly impact our business, results of operations and financial condition.
Furthermore, the Federal Trade Commission (“FTC”) has authority to initiate enforcement actions against entities that mislead customers about compliance with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.
Furthermore, the Federal Trade Commission (“FTC”) has authority to initiate enforcement actions against entities that mislead customers about compliance with HIPAA, make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.
Further, the continued threats of tariffs, trade restrictions and trade barriers could have a generally disruptive impact on the global economy, including increases in inflation and interest rates, and, therefore, negatively impact our sales.
Further, the continued threats of tariffs, trade restrictions and trade barriers could have a generally disruptive impact on the global economy and customer sentiment outside the United States, including increases in inflation and interest rates, and therefore negatively impact our sales.
There can be no assurance that we will be able to sustain or increase the success we have historically achieved with our Chromium solutions. For example, revenue from single cell solutions decreased year-over-year in 2024.
There can be no assurance that we will be able to sustain or increase the success we have historically achieved with our Chromium solutions. For example, revenue from single cell solutions decreased year-over-year from $407.5 million in 2024 to $385.9 million in 2025.
Should we or our commercial carriers encounter difficulties in delivering our instruments or consumables to customers , it could adversely impact our ability to recognize revenue for those products and accordingly adversely affect our financial results for that period and such impact could be particularly acute at the end of any financial quarter. 31 Table of Contents Costs or other factors related to our facilities and real estate could adversely impact our business.
Should we or our commercial carriers encounter difficulties in delivering our instruments or consumables to customers , it could adversely impact 31 Table of Contents our ability to recognize revenue for those products and accordingly adversely affect our financial results for that period and such impact could be particularly acute at the end of any financial quarter.
If we fail to timely file for patent protection in any 39 Table of Contents jurisdiction, we may be precluded from doing so at a later date.
If we fail to timely file for patent protection in any jurisdiction, we may be precluded from doing so at a later date.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Additionally, in 2024, the National Security Division of the U.S.
A decrease in the amount of, or delay in the approval of, appropriations to or disbursements from the NIH or other funding organizations, such as the Medical Research Council in the United Kingdom, could result in less funding available for life sciences research.
A decrease in the amount of, or delay in the approval of, appropriations to or disbursements from the NIH or other funding organizations, such as the Medical Research Council in the United Kingdom, could result in less funding available for life sciences research or negatively affect the timing of purchases of our products.
For the years ended December 31, 2024 and 2023, sales outside of North America constituted a substantial component of our total sales revenue and our largest markets outside of North America were China and Germany.
For the years ended 20 Table of Contents December 31, 2025 and 2024, sales outside of North America constituted a substantial component of our total sales revenue and our largest markets outside of North America were China and Germany.
Risks related to litigation and our intellectual property: • Our potential involvement in lawsuits in connection with intellectual property rights; and 13 Table of Contents • Our ability to effectively protect and enforce our intellectual property rights.
Risks related to litigation and our intellectual property: • Our potential involvement in lawsuits in connection with intellectual property rights; and • Our ability to effectively protect and enforce our intellectual property rights.
From time to time, we have and may invest portions of excess cash and cash equivalents in marketable securities. We have and may invest in liquid, investment-grade marketable securities such as corporate bonds, commercial paper, asset-backed securities, U.S. treasury securities, money market funds, and other cash equivalents.
We have and may invest in liquid, investment-grade marketable securities such as corporate bonds, commercial paper, asset-backed securities, U.S. treasury securities, money market funds, and other cash equivalents.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−2 removed3 unchanged
Biggest changeThe team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity consultants. Our management team’s cumulative experience includes decades of experience managing cybersecurity risks including serving in similar roles leading and overseeing cybersecurity programs at other companies.
Biggest changeOur management team, including our General Counsel, President and Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity consultants.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our information technology environment.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat 58 Table of Contents intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our information technology environment.
For more information, see the section titled “ Risk Factor—Risks related to our intellectual property, information technology and data security—If we or our critical third-party providers experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected. ” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
For more information, see the section titled “ Risk Factor—Risks related to our intellectual property, information technology and data security—If we or our critical third-party providers experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected. ” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks, including management’s implementation of our cybersecurity risk management program.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on the Center For Internet Security (“CIS”) Controls.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. We design and assess our program based on the Center For Internet Security (“CIS”) Controls.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Our Chief Legal Officer has over 25 years of experience managing risks, including risks arising from cybersecurity threats, at several large publicly-traded technology companies. Team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies.
Team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program. 58 Table of Contents The Audit Committee receives periodic reports from management on our cybersecurity risks, including written reports. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Audit Committee receives regular reports from management on our cybersecurity risks, including written reports. In addition, management updates the Audit Committee regarding any cybersecurity incidents it considers to be significant or potentially significant. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.
Removed
The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Our management team, including our Chief Legal Officer, President, Chief Financial Officer and Vice President of Data Analytics and Information Security is responsible for assessing and managing our material risks from cybersecurity threats.
Added
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.
Removed
Our Vice President of Data Analytics and Information Security has served in various roles in information technology and information security for more than 10 years. He holds an undergraduate degree in engineering science from Harvard University and postgraduate degrees in computer science from Massachusetts Institute of Technology.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur global corporate headquarters, research and development facilities, and manufacturing and distribution centers are located in Pleasanton, California, where we own approximately 148,000 square feet of space and lease approximately 300,000 square feet of space under leases expiring between June 2025 and June 2033, as well as a manufacturing and distribution center in Singapore and a manufacturing center in Taiwan.
Biggest changeOur global corporate headquarters, research and development facilities, and manufacturing and distribution centers are located in Pleasanton, California, where we own approximately 148,000 square feet of space and lease approximately 300,000 square feet of space under leases expiring between September 2029 and June 2033, as well as a manufacturing and distribution center in Singapore and a manufacturing center in Taiwan.
Including the Pleasanton leases, we lease approximately 410,000 square feet globally. We believe that our current and planned facilities are sufficient to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.
Including the Pleasanton leases, we lease approximately 431,000 square feet globally. We believe that our current and planned facilities are sufficient to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Nasdaq Composite Index and Nasdaq Biotechnology Composite Index have been included in the Stock Performance Graph of our Annual Reports in prior years, but we added the Russell 300 Medical Equipment and Services Sector Index to the Stock Performance Graph for the first time in this Annual Report because upon the completion of the applicable performance period, potential achievement of certain equity awards granted to certain of the Company’s executives in 2024 shall be determined in part based on the Company’s performance compared to members of such index.
Biggest changeThe Nasdaq Composite Index and Nasdaq Biotechnology Composite Index have been included in the Stock Performance Graph of our Annual Reports since our first Annual Report, which we filed in 2020, and we added the Russell 3000 Medical Equipment and Services Sector Index to the Stock Performance Graph beginning with our 2024 Annual Report.
The following graph compares the cumulative total return to stockholder return on our Class A common stock relative to the cumulative total returns of the Nasdaq Composite Index, the Nasdaq Biotechnology Composite Index and the Russell 300 Medical Equipment and Services Sector Index.
The following graph compares the cumulative total return to stockholder return on our Class A common stock relative to the cumulative total returns of the Nasdaq Composite Index, the Nasdaq Biotechnology Composite Index and the Russell 3000 Medical Equipment and Services Sector Index.
Market Information Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “TXG.” Holders of Common Stock As of January 31, 2025, there were 32 holders of record of our Class A common stock and 19 holders of record of our Class B common stock.
Market Information Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “TXG.” Holders of Common Stock As of January 31, 2026, there were 39 holders of record of our Class A common stock and 17 holders of record of our Class B common stock.
An investment of $100 is assumed to have been made in our Class A common stock and each index at market close on September 12, 2019 (the first day of trading of our Class A Common Stock on the Nasdaq Global Select Market) and its relative performance is tracked through December 31, 2024.
An investment of $100 is assumed to have been made in our Class A common stock and each index at market close on December 31, 2020 and its relative performance is tracked through December 31, 2025.
The stockholder returns shown on the graph below are based on historical results and are not indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. 60 Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURN among 10x Genomics, Inc., the Nasdaq Composite Index, the Nasdaq Biotechnology Composite Index and the Russell 3000 Medical Equipment and Services Sector Index Cumulative Total Return December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 10x Genomics, Inc. $ 100 $ 185.70 $ 195.36 $ 47.79 $ 73.39 $ 18.83 Nasdaq Composite Index 100 143.64 174.36 116.65 167.30 215.22 Nasdaq Biotechnology Composite Index 100 126.42 126.45 113.65 118.87 118.20 Russell 3000 Medical Equipment and Services Sector Index $ 100 $ 124.71 $ 150.60 $ 117.11 $ 122.95 $ 130.71 Securities Authorized for Issuance under Equity Compensation Plans The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
The stockholder returns shown on the graph below are based on historical results and are not indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. 60 Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURN among 10x Genomics, Inc., the Russell 3000 Medical Equipment and Services Sector Index, the Nasdaq Composite Index, and the Nasdaq Biotechnology Composite Index Cumulative Total Return December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 10x Genomics, Inc. $ 100 $ 105.20 $ 25.73 $ 39.52 $ 10.14 $ 11.52 Russell 3000 Medical Equipment and Services Sector 100 120.76 93.91 98.59 104.82 110.52 Nasdaq Composite Index 100 122.18 82.43 119.22 154.48 187.14 Nasdaq Biotechnology Composite Index $ 100 $ 100.02 $ 89.90 $ 94.03 $ 93.49 $ 124.75 Securities Authorized for Issuance under Equity Compensation Plans The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Removed
The offering price of our Class A common stock in our initial public offering (“IPO”), which had a closing stock price of $52.75 on September 12, 2019, was $39.00 per share.
Added
Sales of Unregistered Securities We completed the acquisition of Scale Biosciences, Inc. (“Scale Bio”) on August 11, 2025, in which a portion of the consideration for the acquisition consisted of the unregistered issuance of 1,099,992 shares of our Class A common stock, valued at $13.5 million.
Removed
Sales of Unregistered Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities None.
Added
The sales of these securities were deemed to be exempt from registration under the Securities Act, in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering.
Added
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Added
In the first quarter of 2026, we expect to pay $20.0 million, subject to any adjustments, in cash and in shares of our Class A common stock in connection with the technology transfer completed in the third quarter of 2025.
Added
For additional information about this acquisition, see Note 4, Acquisitions, to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K. 61 Table of Contents Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, (in thousands) 2024 2023 2022 Revenue $ 610,785 $ 618,727 $ 516,409 Cost of revenue 196,303 209,414 120,386 Gross profit 414,482 409,313 396,023 Operating expenses: Research and development 264,698 270,332 265,667 In-process research and development — 60,980 — Selling, general and administrative 344,343 343,330 298,300 Total operating expenses 609,041 674,642 563,967 Loss from operations (194,559) (265,329) (167,944) Other income (expense): Interest income 18,448 16,906 6,647 Interest expense (4) (33) (476) Other expense, net (1,585) (307) (198) Total other income 16,859 16,566 5,973 Loss before provision for income taxes (177,700) (248,763) (161,971) Provision for income taxes 4,927 6,336 4,029 Net loss $ (182,627) $ (255,099) $ (166,000) 67 Table of Contents Revenue Year Ended December 31, Change 2024 2023 $ % Instruments Chromium $ 35,212 $ 47,866 $ (12,654) (26) % Spatial 57,503 75,605 (18,102) (24) % Total instruments revenue 92,715 123,471 (30,756) (25) % Consumables Chromium 372,308 420,316 (48,008) (11) % Spatial 121,124 59,237 61,887 104 % Total consumables revenue 493,432 479,553 13,879 3 % Services 24,638 15,703 8,935 57 % Total revenue $ 610,785 $ 618,727 $ (7,942) (1) % Revenue decreased $7.9 million, or 1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Biggest changeFor a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024. 66 Table of Contents Year Ended December 31, (in thousands) 2025 2024 2023 Products and services revenue $ 596,688 $ 610,464 $ 618,727 License and royalty revenue 46,135 321 — Revenue 642,823 610,785 618,727 Cost of products and services revenue 198,942 196,303 209,414 Gross profit 443,881 414,482 409,313 Operating expenses: Research and development 238,632 264,698 270,332 Selling, general and administrative 316,134 344,343 343,330 Gain on settlement (49,900) — — In-process research and development — — 60,980 Total operating expenses 504,866 609,041 674,642 Loss from operations (60,985) (194,559) (265,329) Other income (expense): Interest income 20,048 18,930 16,885 Interest expense — (4) (33) Other income (expense), net 1,030 (2,067) (286) Total other income 21,078 16,859 16,566 Loss before provision for income taxes (39,907) (177,700) (248,763) Provision for income taxes 3,637 4,927 6,336 Net loss $ (43,544) $ (182,627) $ (255,099) Revenue Year Ended December 31, Change (in thousands) 2025 2024 $ % Instruments Single Cell $ 22,671 $ 35,212 $ (12,541) (36) % Spatial 34,108 57,503 (23,395) (41) % Total instruments revenue 56,779 92,715 (35,936) (39) % Consumables Single Cell 363,206 372,308 (9,102) (2) % Spatial 143,977 121,124 22,853 19 % Total consumables revenue 507,183 493,432 13,751 3 % Services 32,726 24,317 8,409 35 % Products and services revenue 596,688 610,464 (13,776) (2) % License and royalty revenue 46,135 321 45,814 N/A Total revenue $ 642,823 $ 610,785 $ 32,038 5 % Product and Services Revenue Product and services revenue decreased $13.8 million, or 2%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Research and development expense primarily consists of personnel and related costs, independent contractor costs, laboratory supplies, equipment maintenance prototype and materials expenses, amortization of developed technology and intangibles and allocated costs including facilities and information technology.
Research and development Research and development expense primarily consists of personnel and related costs, independent contractor costs, laboratory supplies, equipment maintenance prototype and materials expenses, amortization of developed technology and intangibles and allocated costs including facilities and information technology.
Investing activities The net cash used in investing activities of $32.6 million in the year ended December 31, 2024 was due to the purchase of marketable securities of $48.9 million, purchases of property and equipment and intangible assets of $12.4 million and $1.0 million, respectively, partially offset by the proceeds from sales and maturities of marketable securities of $3.9 million and $25.8 million, respectively.
The net cash used in investing activities of $32.6 million in the year ended December 31, 2024 was due to the purchase of marketable securities of $48.9 million, purchases of property and equipment and intangible assets of $12.4 million and $1.0 million, respectively, partially offset by the proceeds from sales and maturities of marketable securities of $3.9 million and $25.8 million, respectively.
Financing activities The net cash provided by financing activities of $10.9 million in the year ended December 31, 2024 was primarily from proceeds of $10.9 million from the issuance of common stock from the exercise of stock options and employee stock purchase plan purchases.
The net cash provided by financing activities of $10.9 million in the year ended December 31, 2024 was primarily from proceeds of $10.9 million from the issuance of common stock from the exercise of stock options and employee stock purchase plan purchases.
Our gross profit and gross margins in future periods are expected to fluctuate from quarter to quarter and will depend on a variety of factors, including: market conditions that may impact our pricing; sales mix changes among consumables, instruments and services; product mix changes between established products and new products and new versions of existing products; impacts of inflation and increased supply chain costs; excess and obsolete inventories; royalties; our cost structure for manufacturing operations relative to volume; and product warranty obligations.
Our gross profit and gross margins in future periods are expected to fluctuate from quarter to quarter and will depend on a variety of factors, including: market conditions that may impact our pricing; sales mix changes among consumables, instruments and services; product mix changes between established products and new products and new versions of existing products; impacts of inflation, tariffs and increased supply chain costs; excess and obsolete inventories; royalties; our cost structure for manufacturing operations relative to volume; and product warranty obligations.
The fair values of stock-based awards, excluding PSAs, are recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards.
The fair values of stock-based awards, excluding PSAs and PSUs, are recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards.
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 PSUs will be forfeited if the performance conditions are not achieved at the end of the relative performance periods as described above.
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 2025 PSUs will be forfeited if the performance or market conditions are not achieved at the end of the relative performance periods as described above.
For each of the years ended December 31, 2024, 2023 and 2022, our Chromium Universal Gene Expression consumables were our highest selling consumables products. Our margins are generally higher for those instruments and consumables that we sell directly to customers as compared to those that we sell through distributors.
For each of the years ended December 31, 2025, 2024 and 2023, our Chromium Universal Gene Expression consumables were our highest selling consumables products. Our margins are generally higher for those instruments and consumables that we sell directly to customers as compared to those that we sell through distributors.
We plan to grow our instrument sales in the coming years through multiple strategies including expanding our sales efforts globally, adjusting prices for our instruments and continuing to enhance the underlying technology and applications for life sciences research.
We plan to support instrument sales in the coming years through multiple strategies including expanding our sales efforts globally, adjusting prices for our instruments and continuing to enhance the underlying technology and applications for life sciences research.
We estimated the value of the PSA awards granted using a Monte Carlo simulation model, using assumptions including volatility, risk-free interest rate, cost of equity and dividends. We will recognize the compensation expense over the derived service period using the accelerated attribution method commencing on the grant date.
We estimated the value of the PSA awards granted using a Monte Carlo simulation model, using assumptions including volatility, risk-free interest rate, cost of equity and dividends. We recognized the compensation expense over the derived service period using the accelerated attribution method commencing on the grant date.
Revenue is recognized net of any sales incentive, distributor rebates and commissions and any taxes collected from customers. Instrument service agreements are typically entered into for a one-year term, with the coverage period beginning after the expiration of the standard one-year warranty period.
Revenue is recognized net of any sales incentive, distributor rebates and commissions and any taxes collected from customers. Instrument service agreements are typically entered into for a one-year term, with the coverage period beginning after the expiration of the standard one-year warranty period. Revenue from the sale of instrument service agreements are recognized ratably over the coverage period.
The derived service period is the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model.
The derived service period was the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model.
Acquisitions of key technologies 64 Table of Contents We have made, and intend to continue to make, investments that meet management’s criteria to expand or add key technologies that we believe will facilitate the commercialization of new products and new versions of existing products in the future.
Acquisitions of key technologies We have made, and intend to continue to make, investments that meet management’s criteria to expand or add key technologies that we believe will facilitate the commercialization of new products and new versions of existing products in the future.
Such investments could take the form of an acquisition of a business, asset acquisition or the exclusive or non-exclusive in-license of intellectual property rights. Any such acquisitions we make may affect our future financial results.
Such investments could take the form of an acquisition of a business, asset acquisition or the exclusive or non-exclusive 64 Table of Contents in-license of intellectual property rights. Any such acquisitions we make may affect our future financial results.
We currently anticipate making aggregate capital expenditures of between approximately $12 million and $17 million during the next 12 months, which we expect to include, among other expenditures, equipment to be used for manufacturing and research and development.
We currently anticipate making aggregate capital expenditures of between approximately $15 million and $20 million during the next 12 months, which we expect to include, among other expenditures, equipment to be used for manufacturing and research and development.
Results of Operations In this section, we discuss the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Results of Operations In this section, we discuss the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
During the year ended December 31, 2024, we granted PSUs to certain members of management which are subject to the 73 Table of Contents achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below: i. 50% of target PSUs earned will be based on the Company’s compound annual growth rate (CAGR) of the Company’s Revenue over a two-year performance period from January 1, 2024 to December 31, 2025.
During the year ended December 31, 2025, we granted PSUs (“2025 PSUs”) 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: 72 Table of Contents i. 50% of target 2025 PSUs earned will be based on the Company’s compound annual growth rate (“CAGR”) of the Company’s revenue over a two-year performance period from January 1, 2025 to December 31, 2026.
Holders may earn from 0% to 175% of the target amount of shares and earned PSUs will then be subject to service-based vesting; and ii. 50% of target PSUs earned will be based on the relative Total Shareholder Return (TSR) of the Company’s common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2024 to December 31, 2026.
Holders may earn from 0% to 200% of the target amount of shares and earned 2025 PSUs will then be subject to service-based vesting; and ii. 50% of target 2025 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 a three-year performance period from January 1, 2025 to December 31, 2027.
Our revenue is subject to fluctuation based on the foreign currency in which our products are sold, principally for sales denominated in the euro, Great British pound and Japanese yen. Our revenue from consumables includes sales of our Chromium, Visium and Xenium consumable products. Our consumables are designed to work exclusively with our instruments.
Our revenue is subject to fluctuation based on the foreign currency in which our products are sold, principally for sales denominated in the euro, Great British pound and Japanese yen. Our revenue from consumables includes sales of our Single Cell and Spatial consumable products. Our consumables are designed to work exclusively with our instruments.
While we have not previously entered into material joint-development, partnership or joint-venture agreements, we may in the future decide to do so and any such arrangements may limit our rights and the commercial opportunities of any jointly developed technology.
While we have not previously entered into material joint-development, partnership or joint-venture agreements, we may in the future decide to do so and any such arrangements may limit our rights and the commercial opportunities of any jointly developed technology. Components of Results of Operations Revenue Products and services revenue.
Components of Results of Operations Revenue We generate virtually all of our revenue through the sale of our instruments and consumables to customers. We also generate a small portion of our revenue from instrument service agreements which relate to extended warranties.
We generate virtually all of our products and services revenue through the sale of our instruments and consumables to customers. We also generate a small portion of our revenue from instrument service agreements which relate to extended warranties.
Interest income Interest income consists of interest earned on our cash and cash equivalents which are invested in bank deposits, money market funds and marketable securities.
Interest income Interest income consists of interest earned on our cash and cash equivalents which are invested in bank deposits, money market funds and marketable securities and accretion of discount and amortization of premium on marketable securities.
None of the stock price thresholds for the PSAs had been met, resulting in no shares vesting or becoming exercisable as of December 31, 2024.
None of the stock price thresholds for the PSAs have been met, resulting in no shares vesting or becoming exercisable as of December 31, 2025.
Cost of revenue primarily consists of manufacturing costs incurred in the production process including personnel and related costs, costs of component materials, manufacturing overhead, packaging and delivery costs and allocated costs including facilities and information technology.
Cost of products and services revenue, gross profit and gross margin Cost of products and services revenue. Cost of products and services revenue primarily consists of manufacturing costs incurred in the production process including personnel and related costs, costs of component materials, manufacturing overhead, packaging and delivery costs and allocated costs including facilities and information technology.
In September 2019, we completed our initial public offering for aggregate proceeds of $410.8 million, net of offering costs, underwriter discounts and commissions. In September 2020, we completed a public offering of our Class A common stock for aggregate proceeds of $482.3 million, net of offering costs, underwriting discounts and commissions.
In September 2020, we completed a public offering of our Class A common stock for aggregate proceeds of $482.3 million, net of offering costs, underwriting discounts and commissions.
Excluding acquisitions, we do not expect our operating expenditures to meaningfully increase in 2025. As cost of revenue, operating expenses and capital expenditures fluctuate over time, we may experience short-term, negative impacts to our results of operations and cash flows, but we are undertaking such investments in the belief that they will contribute to long-term growth.
As cost of revenue, operating expenses and capital expenditures fluctuate over time, we may experience short-term, negative impacts to our results of operations and cash flows, but we are undertaking such investments in the belief that they will contribute to long-term growth.
As we expand the scale and scope of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future. As of December 31, 2024, we had federal net operating loss (“NOL”) carryforwards of $638.7 million and federal tax credit carryforwards of $88.5 million.
As we expand the scale and scope of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future. As of December 31, 2025, we had federal net operating loss (“NOL”) carryforwards of $808.1 million and federal tax credit carryforwards of $93.8 million.
In addition, we had state tax credit carryforwards of $68.3 million, which carry forward indefinitely. Our ability to utilize such carryforwards for income tax savings is subject to certain conditions and may be subject to certain limitations in the future due to ownership changes. As such, there can be no assurance that we will be able to utilize such carryforwards.
In addition, we had state tax credit carryforwards of $77.4 million, which do not expire. Our ability to utilize such carryforwards for income tax savings is subject to certain conditions and may be subject to certain limitations in the future due to ownership changes. As such, there can be no assurance that we will be able to utilize such carryforwards.
For example, we recorded charges of $11.3 million and $7.8 million in the years ended December 31, 2024 and 2023, respectively, related to excess and obsolete inventory.
For example, we recorded charges of $26.5 million and $11.3 million in the years ended December 31, 2025 and 2024, respectively, related to excess and obsolete inventory.
Our Chromium, Xenium and Visium consumables require the use of a 10x Genomics instrument, with the exception of our Spatial Gene Expression v1 solution. Our instruments and consumables are generally sold without the right of return. Revenue is recognized as instruments and consumables are shipped.
Our Single Cell and Spatial consumables require the use of a 10x Genomics instrument, with the exception of our QuantumScale Single Cell RNA kit, Single Cell Methylation kit and Visium v1 3’ Gene Expression solution. Our instruments and consumables are generally sold without the right of return. Revenue is recognized as instruments and consumables are shipped.
Continued investment in growth Historically, our revenue growth has been driven by the development of new solutions and quick adoption of our solutions by our customer base. We intend to continue to make focused investments to support the growth of our business and therefore expect expenses to increase.
Continued investment in growth Historically, our revenue growth has been driven by the development of new solutions and quick adoption of our solutions by our customer base. We intend to continue to make focused investments to support the growth of our business. Excluding acquisitions, we do not expect our operating expenditures to meaningfully increase in 2026.
In addition, cost of revenue includes royalty costs for licensed technologies included in our products, warranty costs, provisions for slow-moving and obsolete inventory and personnel and related costs and component costs incurred in connection with our obligations under our instrument service agreements. When applicable, we record royalty accruals relating to sales of our products as cost of revenue.
In addition, cost of products and services revenue includes royalty costs for licensed technologies included in our products, warranty costs, provisions for slow-moving and obsolete inventory and personnel and related costs and component costs incurred in connection with our obligations under our instrument service agreements.
Our commercial product portfolio leverages our Chromium instruments and our Visium CytAssist and our Xenium Analyzer, which we refer to as “Spatial instruments,” and our proprietary microfluidic chips, slides, reagents and other consumables for our Chromium, Visium and Xenium solutions, which we refer to as “consumables.” We bundle our software with these products to guide customers through the workflow, from sample preparation through analysis and visualization.
Our products include our instruments, which include our Chromium instruments, our Visium CytAssist and our Xenium Analyzer, and our consumables, which include proprietary microfluidic chips, slides, reagents and other consumables for our Single Cell and Spatial solutions. We bundle our software with these products to guide customers through the workflow, from sample preparation through analysis and visualization.
Our federal NOLs generated after December 31, 2017, which total $632.9 million, are carried forward indefinitely, while all of our other federal NOL and tax credit carryforwards expire beginning in 2033. As of December 31, 2024, we had state NOL carryforwards of $424.5 million, which primarily expire beginning in 2033.
Our federal NOL carryforwards generated after December 31, 2017, which total $802.3 million, are carried forward indefinitely, while all of our other federal NOL and tax credit carryforwards expire beginning in 2033 and 2036 respectively. As of December 31, 2025, we had state NOL carryforwards of $506.5 million, which begin to expire primarily in 2033.
The decrease was primarily driven by a decrease in allocated costs for facilities and information technology of $2.7 million, a decrease in personnel expenses of $2.5 million, including a $6.5 million reduction in stock-based compensation expense, a decrease in depreciation and amortization of $1.4 million, partially offset by an increase in other expenses of $0.8 million.
The decrease was primarily driven by a $21.7 million decrease in personnel expenses, including a $16.3 million decrease in stock-based compensation expense, a $4.0 million decrease in facilities and information technology costs, a $1.8 million decrease in equipment costs, a $1.5 million decrease in depreciation and amortization, and a $1.3 million decrease in other expenses, partially offset by restructuring charges of $4.1 million.
Other income (expense), net Other income (expense), net primarily consists of realized and unrealized gains and losses related to foreign exchange rate remeasurements. 66 Table of Contents Provision for income taxes Our provision for income taxes consists primarily of foreign taxes.
Other income (expense), net Other income (expense), net primarily consists of realized and unrealized gains and losses related to foreign exchange rate remeasurements and fair value adjustments on contingent consideration. Provision for income taxes Our provision for income taxes consists primarily of foreign taxes.
The net cash provided by financing activities of $13.7 million in the year ended December 31, 2023 was primarily from proceeds of $19.5 million from the issuance of common stock from the exercise of stock options and employee stock purchase plan purchases partially offset by payments on financing arrangements of $5.8 million.
Financing activities The net cash provided by financing activities of $6.8 million in the year ended December 31, 2025 was primarily from proceeds of $6.8 million from the issuance of common stock from the exercise of stock options and employee stock purchase plan purchases.
We determine expected volatility using the historical volatility of the stock price of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award.
The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award.
Total consumables reactions sold Year ended December 31, 2024 2023 2022 Chromium 310,900 312,500 290,900 Visium 35,400 29,300 28,300 Xenium 10,800 5,200 100 Total consumable reactions 357,100 347,000 319,300 A consumable reaction is the reagent setup needed to perform an experiment using one of our solutions. Reactions represent the unit volumes that we sell when a researcher purchases our consumables.
Total consumables reactions sold Year Ended December 31, 2025 2024 2023 Chromium (Single Cell) 378,300 310,900 312,500 Visium (Spatial) 31,200 35,400 29,300 Xenium (Spatial) 14,500 10,800 5,200 Total consumable reactions 424,000 357,100 347,000 A consumable reaction is the reagent setup needed to perform an experiment using one of our solutions.
Our Chromium and Visium CytAssist instruments are user installable and do not require in-person training. Our Xenium instrument requires installation and we offer in-person training for its use. We believe cumulative instruments sold is one of the indicators of our ability to drive customer adoption of our products.
Our Xenium instrument requires installation and we offer in-person training for its use. We believe cumulative instruments sold is one of the indicators of our ability to drive customer adoption of our products. We define cumulative instruments sold as the cumulative number of Chromium instruments, Visium CytAssists and Xenium Analyzers sold since inception.
Our integrated solutions include instruments, consumables and software for analyzing biological systems at resolution and scale that matches the complexity of biology.
Our integrated research solutions include instruments, consumables and software for analyzing biological systems at resolution and scale that matches the complexity of biology. Our commercial product portfolio is made up of our Single Cell and Spatial solutions.
We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions.
However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions.
In addition, should prevailing economic, financial, business or other factors adversely affect our ability to meet our operating cash requirements, we could be required to obtain funding though traditional or alternative sources of financing.
In addition, should prevailing economic, financial, business or other factors adversely affect our ability to meet our operating cash requirements, we could be required to obtain funding through traditional or alternative sources of financing. We cannot be certain that additional funds would be available to us on favorable terms when required, or at all.
The net cash inflow from operating assets and liabilities was partially offset by an increase in accounts receivable of $10.6 million primarily due to an increase in revenue and timing of collections, a decrease of $8.7 million due to payment of operating lease liabilities, a decrease in accounts payable of $6.0 million due to timing of vendor payments, a decrease in accrued compensation and other related benefits of $2.6 million and an increase in prepaid expenses and other current assets of $2.4 million.
The net cash inflow from changes in operating assets and liabilities of $24.9 million was primarily driven by cash inflows related to a decrease in accounts receivable of $41.3 million mainly due to timing of collections, 70 Table of Contents a decrease in inventory of $28.0 million, an increase in accrued compensation and other related benefits of $7.6 million, and an increase in other noncurrent liabilities of $1.4 million, partially offset by cash outflows due to an increase in other receivables of $34.9 million primarily related to the Bruker settlement, a decrease in operating lease liabilities of $10.3 million due to lease payments, a decrease in accrued expenses and other current liabilities of $5.2 million, a decrease in accounts payable of $2.1 million due to timing of vendor payments, and an increase in prepaid expenses and other current assets of $2.3 million.
Instruments revenue decreased $30.8 million, or 25%, to $92.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to lower volume of Chromium and Spatial instruments sold.
Instruments revenue decreased $35.9 million, or 39%, to $56.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to price decreases and lower volume of Spatial instruments sold.
As a result of these and other initiatives, we expect selling, general and administrative expenses to vary from period to period as a percentage of revenue and increase in absolute dollars in future periods. We expect our stock-based compensation expense allocated to cost of revenue, research and development expenses and selling, general and administrative expenses to decrease in absolute dollars.
We expect our stock-based compensation expense allocated to cost of revenue, research and development expenses and selling, general and administrative expenses to decrease in absolute dollars.
Selling, general and administrative expenses increased $1.0 million, or 0.3%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Selling, general and administrative expenses decreased $28.2 million, or 8.2%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
The PSAs consist of three separate tranches and the vesting of each tranche is subject to the Class A common stock closing price being maintained at or above certain predetermined share price goals for each tranche.
During the year ended December 31, 2023, we issued market-based PSAs comprising performance restricted stock units (and in one case a performance stock option). The PSAs consist of three separate tranches and the vesting of each tranche is subject to the Class A common stock closing price being maintained at or above certain predetermined share price goals for each tranche.
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 shipment or providing services is recorded as a liability.
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.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
Instrument service agreements, which relate to extended warranties, are typically entered into for one-year terms, following the expiration of the standard one-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 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 a one-year term, following the expiration of the standard one-year warranty period.
Our contracts with our customers generally do not include rights of return or a significant financing component. We regularly enter into contracts that include various combinations of products and services which are generally distinct and accounted for as separate performance obligations. The recognition of revenue can be complex due to the volume of sales transactions including multiple performance obligations.
Cash received from customers in advance of product shipment or provision of services is recorded as a liability. Our contracts with our customers generally do not include rights of return or a significant financing component. We regularly enter into contracts that include various combinations of products and services which are generally distinct and accounted for as separate performance obligations.
The decrease was primarily driven by lower manufacturing costs of $22.6 million due to decreased sales and change in product mix, partially offset by higher royalties of $9.8 million.
The increase was primarily driven by higher manufacturing costs of $12.2 million due to a change in product mix and higher inventory write-downs of $7.8 million, partially offset by lower royalties of $12.5 million and lower warranty costs of $4.9 million.
Also, the timing and magnitude of our price changes can influence quarterly instrument unit volumes. For example, we believe that historical announcements of price increases have caused customers to pull forward purchases of instruments. Conversely, we anticipate that announced price decreases could postpone instrument purchases to future quarters.
Also, the timing and magnitude of our price changes can influence quarterly instrument unit volumes. For example, we believe that historical announcements of price changes have caused customers to pull forward purchases or postpone purchases of instruments. We therefore believe that an annual representation of cumulative instruments sold is most appropriate for assessing trends in our business.
We believe that our existing cash and cash equivalents and cash generated from sales of our products will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect.
We expect to continue to incur operating losses for the foreseeable future. We believe that our existing cash and cash equivalents and cash generated from sales of our products will be sufficient to meet our anticipated cash needs for at least the next 12 months.
The net cash provided by investing activities of $133.5 million in the year ended December 31, 2023 was due to the proceeds from sales and maturities of marketable securities of $100.2 million and $82.8 million, respectively, partially offset by purchases of property and equipment and intangible assets of $48.6 million and $0.9 million, respectively.
Investing activities The net cash used in investing activities of $13.4 million in the year ended December 31, 2025 was due to the purchase of marketable securities of $123.4 million, net cash paid for the asset acquisition of $9.3 million, purchases of property and equipment and intangible assets of $5.9 million, partially offset by the proceeds from maturities of marketable securities of $125.2 million.
Liquidity and Capital Resources As of December 31, 2024, we had approximately $393.4 million in cash and cash equivalents, and marketable securities which were primarily held in U.S. banks.
Liquidity and Capital Resources As of December 31, 2025, we had approximately $523.4 million in cash and cash equivalents, and marketable securities which were primarily held in U.S. banks. We have generated losses from operations since inception as reflected in our accumulated deficit of $1.5 billion.
We plan to continue to modestly invest in our research and development efforts to enhance existing products and develop new products and new versions of existing products.
We plan to continue to invest in our research and development efforts to enhance existing products and develop new products and new versions of existing products. As a result of our ongoing efforts to manage our spend, we expect our research and development expense to modestly decrease in 2026 versus the prior year.
Upon the close of the transaction on July 14, 2023, we paid additional cash consideration of $10.0 million upon acquiring the assets. Under the agreement, we are obligated to provide additional cash consideration if certain technology development milestones are met. As of December 31, 2024, we have paid $41.3 million relating to the completion of development milestones.
Under the agreement, we are obligated to pay for certain technology development milestones if they are met. As of December 31, 2025, we have paid $41.3 million relating to the completion of development milestones. Up to $15.0 million of cash consideration is due if an additional technology development milestone is met.
Consumables revenue increased $13.9 million, or 3%, to $493.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by growth in Spatial consumables sales, partially offset by lower Chromium consumables sales due primarily to price decreases and changes in product mix.
Consumables revenue increased $13.8 million, or 3%, to $507.2 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily driven by growth in Spatial consumables sales 67 Table of Contents partially offset by lower Single Cell consumables sales.
As such, consumable reactions sold is an appropriate metric for assessing trends in our business. The figures in the table above (rounded to the nearest hundred) represent the total consumable reactions, by product platform and in total, for the years ended December 31, 2024, 2023 and 2022.
The figures in the table above (rounded to the nearest hundred) represent the total consumable reactions, by product platform and in total, for the years ended December 31, 2025, 2024 and 2023. For the year ended December 31, 2025, Chromium Single Cell reactions include Chromium and Scale Bio reactions.
The vesting of the PSUs can also be triggered upon certain change in control events or in the event of death or disability. The PSUs relating to CAGR components were not deemed probable of vesting as of December 31, 2024, no expenses were recognized for 2024.
The vesting of the 2025 PSUs can also be triggered upon certain change in control events or in the event of death or disability. Stock-based compensation expense recognized for the 2025 PSUs relating to TSR components was $1.0 million for the year ended December 31, 2025.
Provision for Income Taxes The Company’s provision for income taxes was $4.9 million and $6.3 million, respectively, for the years ended December 31, 2024 and 2023. The provision for income taxes decreased by $1.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. The decrease was primarily due to lower foreign income.
The provision for income taxes decreased by $1.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease was primarily due to lower foreign income and the enactment of an Act to provide for reconciliation pursuant to title II of H. Con. Res. 14. on July 4, 2025 (the “Act”).
We expect these costs to be recognized, in most cases, only in periods during which we complete an acquisition of assets comprised in whole or part of intellectual property for research and development. We periodically evaluate acquisitions of this nature. Selling, general and administrative.
We expect these costs to be recognized, in most cases, only in periods during which we complete an acquisition of assets comprised in whole or part of intellectual property for research and development. 65 Table of Contents Selling, general and administrative Selling, general and administrative expense primarily consists of costs related to the selling and marketing of our products, including sales incentives and advertising expenses and costs associated with our finance, accounting, legal, human resources and administrative personnel.
Cash flow summary The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2024 2023 (in thousands) Net cash provided (used in) by: Operating activities $ 6,664 $ (15,197) Investing activities (32,631) 133,492 Financing activities 10,914 13,669 Effect of exchange rates changes on cash, cash equivalents, and restricted cash (164) (33) Net (decrease) increase in cash, cash equivalents, and restricted cash $ (15,217) $ 131,931 71 Table of Contents Operating activities The net cash provided by operating activities of $6.7 million for the year ended December 31, 2024 was due primarily to a net loss of $182.6 million, partially offset by stock-based compensation expense of $140.7 million, depreciation and amortization of $35.9 million, net cash inflow from changes in operating assets and liabilities of $1.3 million, lease and asset impairment charges of $3.1 million, amortization of leased right-of-use assets of $7.8 million, and other non-cash expenses of $0.5 million.
Cash flow summary The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by (used in): Operating activities $ 136,050 $ 6,664 Investing activities (13,438) (32,631) Financing activities 6,803 10,914 Effect of exchange rates changes on cash and cash equivalents 484 (164) Net increase (decrease) in cash and cash equivalents $ 129,899 $ (15,217) Operating activities For the year ended December 31, 2025, the net cash provided by operating activities of $136.1 million consisted of a net loss of $43.5 million, adjusted by non-cash adjustments of $154.7 million and net cash inflows from changes in operating assets and liabilities of $24.9 million.
Other expense, net increased by $1.3 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 and was driven by realized and unrealized losses from foreign currency rate measurement fluctuations.
Other income (expense), net increased by $3.1 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to a $4.6 million increase in net realized and unrealized gains from foreign currency rate measurement fluctuations, partially offset by a $1.4 million change in fair value of contingent consideration related to the Scale Bio acquisition.
Operating Expenses Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Research and development $ 264,698 $ 270,332 $ (5,634) (2) % In-process research and development — 60,980 (60,980) N/A Selling, general and administrative 344,343 343,330 1,013 — % Total operating expenses $ 609,041 $ 674,642 $ (65,601) (10) % Research and development expense decreased $5.6 million, or 2%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Operating Expenses Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Research and development $ 238,632 $ 264,698 $ (26,066) (10) % Selling, general and administrative 316,134 344,343 (28,209) (8) % Gain on settlement (49,900) — (49,900) N/A Total operating expenses $ 504,866 $ 609,041 $ (104,175) (17) % Research and development expense decreased $26.1 million, or 10%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Gross profit/gross margin. Gross profit is calculated as revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue.
When applicable, we record royalty accruals relating to sales of our products as cost of products and services revenue. Gross profit/gross margin. Gross profit is calculated as revenue less cost of products and services revenue. Gross margin is gross profit expressed as a percentage of revenue.
We believe that these metrics are representative of our current business; however, we anticipate these may change or may be substituted for additional or different metrics as our business grows and as we introduce new products or new versions of existing products. 62 Table of Contents Cumulative instruments sold As of December 31, 2024 2023 2022 Chromium 5,808 5,180 4,411 Visium CytAssist 810 531 211 Xenium 421 255 8 Cumulative instruments sold 7,039 5,966 4,630 Our products are sold to academic and translational researchers and biopharmaceutical companies.
We believe that these metrics are representative of our current business; 62 Table of Contents however, we anticipate these may change or may be substituted for additional or different metrics as our business grows and as we introduce new products or new versions of existing products.
The transaction price is allocated to each performance obligation in proportion to its standalone selling price. We determine 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, we rely upon prices set by management, adjusted for applicable discounts.
The recognition of revenue can be complex due to the volume of sales transactions including multiple performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. We determine standalone selling price using average selling prices with consideration of current market conditions.
Service revenue increased $8.9 million, or 57%, for the year ended December 31, 2024 as compared to year ended December 31, 2023, primarily driven by increased service plans for both Chromium and Spatial instruments. 68 Table of Contents Cost of Revenue, Gross Profit and Gross Margin Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Cost of revenue $ 196,303 $ 209,414 $ (13,111) (6) % Gross profit $ 414,482 $ 409,313 $ 5,169 1 % Gross margin 68 % 66 % Cost of revenue decreased $13.1 million, or 6%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Cost of Products and Services Revenue, Gross Profit and Gross Margin Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Cost of products and services revenue $ 198,942 $ 196,303 $ 2,639 1 % Gross profit $ 443,881 $ 414,482 $ 29,399 7 % Gross margin 69 % 68 % Cost of products and services revenue increased $2.6 million, or 1%, to $198.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
The increase was primarily driven by an increase in outside legal expenses of $21.2 million, an increase in allocated costs for facilities and information technology to support operational expansion of $1.7 million, partially offset by a decrease in personnel expenses of $18.6 million, including a $21 million reduction in stock-based compensation expense, and a decrease in other expenses of $4.4 million.
The decrease was primarily driven by a decrease in outside legal expenses of 68 Table of Contents $25.6 million, a decrease in personnel expenses of $4.3 million, a decrease in marketing expenses related to advertising and conferences and seminars of $2.9 million, and a decrease in facilities and information technology costs of $1.2 million, partially offset by restructuring charges of $6.0 million.
Pricing changes We believe that price changes can affect purchasing decisions by our customers and potential customers. We believe that lowering prices for our products can unlock elasticity of demand and increase purchases of both instruments and consumables.
Pricing changes We believe that price changes can affect purchasing decisions by our customers and potential customers. We expect average selling prices for certain products to decline over time as we expand our portfolio with lower-priced instruments and consumables and products which can lower the total cost of an experiment.
We expect to lower prices for certain of our products in 2025 and expect sales of our instruments and consumables to increase over time as a result of introducing lower prices for our instruments and consumables. Revenue mix and gross margin Our revenue is derived from sales of our instruments, consumables and services.
We believe that lowering prices for our products can expand usage and we anticipate that increased adoption and volume growth will drive higher overall sales of our instruments and consumables over time. Revenue mix and gross margin Our revenue is derived from sales of our instruments, consumables and services.
We expect the mix of direct sales as compared to sales through distributors to remain relatively constant in the near term.
We expect the mix of direct sales as compared to sales through distributors to remain relatively constant in the near term. We expect our gross margin to fluctuate throughout 2026 due to a number of factors including changes in product mix and the non-recurring benefit in license and royalty revenue experienced in the first half of 2025.
The net cash used in operating activities of $15.2 million for the year ended December 31, 2023 was due primarily to a net loss of $255.1 million, partially offset by stock-based compensation expense of $167.0 million, depreciation and amortization of $35.5 million, net cash inflow from changes in operating assets and liabilities of $17.3 million, asset impairment charges of $9.8 million, amortization of leased right-of-use assets of $8.1 million, realized losses on sale of marketable securities of $1.7 million and other non-cash expenses of $0.4 million.
The non-cash adjustments of $188.0 million primarily consisted of stock-based compensation expense of $140.7 million, depreciation and amortization of $35.9 million, amortization of leased right-of-use assets of $7.8 million, lease and asset impairment charges of $3.1 million, and other non-cash expenses of $0.5 million.
We regularly review opportunities that meet our long-term growth objectives. In January 2023, we signed an agreement to acquire certain intangible and other assets from Centrillion Technologies, Inc. and Centrillion Technology Holdings Corp. for an upfront cash payment of $10.0 million relating to an intellectual property license.
In the future, we may pay up to $30.0 million of contingent consideration if certain milestones are met, which are payable in cash or equity at our election. In January 2023, we signed an agreement to acquire certain intangible and other assets from Centrillion Technologies, Inc. and Centrillion Technology Holdings Corp.
To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. 72 Table of Contents For further information, see Note 2 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
For further information, see Note 2 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. 71 Table of Contents Revenue recognition We generate revenue from sales of products, which consist of instruments and consumables, and services.
As a result of these and other initiatives, we expect research and development expense will modestly increase in absolute dollars in future periods and vary from period to period as a percentage of revenue. In-process research and development. In-process research and development consists of costs incurred to acquire intellectual property for research and development.
In-process research and development In-process research and development consists of costs incurred to acquire intellectual property for research and development.
We cannot be certain that additional funds would be available to us on favorable terms when required, or at all. 70 Table of Contents Sources of liquidity Since our inception, we have financed our operations and capital expenditures primarily through sales of convertible preferred stock and common stock, revenue from sales of our products and the incurrence of indebtedness.
Sources of liquidity Since our inception, we have financed our operations and capital expenditures primarily through sales of convertible preferred stock and common stock, revenue from sales of our products and the incurrence of indebtedness. In September 2019, we completed our initial public offering for aggregate proceeds of $410.8 million, net of offering costs, underwriter discounts and commissions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHistorically, most of our revenue is denominated in U.S. dollars, although we sell our products and services in local currency outside of the United States, principally the euro, Great British pound and Japanese yen. For the years ended December 31, 2024 and 2023, approximately 27% and 23%, respectively, of our sales were denominated in currencies other than U.S. dollars.
Biggest changeHistorically, most of our revenue is denominated in U.S. dollars, although we sell our products and services in local currency outside of the United States, principally the euro, Great British pound and Japanese yen. For both the years ended December 31, 2025 and 2024, approximately 27% of our sales were denominated in currencies other than U.S. dollars.
We have performed a sensitivity analysis as of December 31, 2024 and 2023, using a modeling technique that measures the change in the amount of non-U.S. dollar monetary assets arising from a hypothetical 10% movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
We have performed a sensitivity analysis as of December 31, 2025 and 2024, using a modeling technique that measures the change in the amount of non-U.S. dollar monetary assets arising from a hypothetical 10% movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
In addition, for our price lists 74 Table of Contents denominated in foreign currencies, if the value of the U.S. dollar increases relative to the foreign currencies, the value of the revenue transactions when translated or remeasured to our U.S. dollar reporting currency will be lower. We do not currently maintain a program to hedge exposures to non-U.S. dollar currencies.
In addition, for our price lists denominated in foreign currencies, if the value of the U.S. dollar increases relative to the foreign currencies, the value of the revenue transactions when translated or remeasured to our U.S. dollar reporting currency will be lower. We do not currently maintain a program to hedge exposures to non-U.S. dollar currencies.
The fair market value of our fixed rate securities may be adversely impacted by increases in interest rates. For example, in 2024 we maintained our portfolio of fixed income investments with short-term maturities to reduce risk and impact from rate changes.
The fair market value of our fixed rate securities may be adversely impacted by increases in interest rates. For example, we maintain our portfolio of fixed income investments with short-term maturities to reduce risk and impact from rate changes.
The sensitivity analysis indicated that a hypothetical 10% movement in foreign currency exchange rates would change the amount of cash and cash equivalents and accounts receivable that we would report in U.S. Dollars as of December 31, 2024 and December 31, 2023 by approximately $4.2 million and $3.8 million, respectively. 75 Table of Contents
The sensitivity analysis indicated that a hypothetical 10% movement in foreign currency exchange rates would change the amount of cash and cash equivalents and accounts receivable that we would report in U.S. dollars as of December 31, 2025 and December 31, 2024 by approximately $3.6 million and $4.2 million, respectively. 74 Table of Contents
A hypothetical 100 basis-point (one percentage point) increase in interest rates compared to rates at December 31, 2024 and December 31, 2023 would have adversely affected the fair value of our investment portfolio by approximately $0.2 million and $0.1 million, respectively.
A hypothetical 100 basis-point (one percentage point) increase in interest rates compared to rates at December 31, 2025 and December 31, 2024 would have adversely affected the fair value of our investment portfolio by approximately $0.2 million in both periods.

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