Celldex Therapeutics, Inc. Income Taxes Disclosure

(16) Income Taxes

The components of income tax benefit (provision) are as follows:

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The Company did not recognize any income tax expense for the years ended December 31, 2025, 2024, and 2023 as the Company was subject to a valuation allowance. The Company did not make any income tax payments in 2025, 2024, and 2023.

The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures prospectively in 2025. A reconciliation between the amount of reported income tax and the amount computed using the U.S. statutory rate for 2025 under ASU 2023-09 is as follows:

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A reconciliation between the amount of reported income tax and the amount computed using the U.S. statutory rate for 2024 and 2023 is as follows:

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Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using future expected enacted rates. The principal components of the deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:

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The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and considered its history of losses, ultimately concluding that it is “more likely than not” that the Company will not recognize the benefits of federal and state deferred tax assets and, as such, has maintained a full valuation allowance on its deferred tax assets. The Federal valuation allowance increased $49.0 million and the State valuation allowance increased $5.7 million during the year ended December 31, 2025, primarily due to net operating losses and tax credit carryforwards, offset by a reduction to the capitalized research and development under the One Big Beautiful Bill Act (“OBBBA”) and a reduction to stock compensation.

The net deferred tax liability of $1.6 million at December 31, 2025 and 2024, relates to the temporary differences associated with the IPR&D intangible assets acquired in previous business combinations and are not deductible for tax purposes.

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of $842.9 million and $1.0 billion, respectively, which may be available to offset certain future income tax liabilities. Federal and state net operating loss carryforwards begin to expire in 2026. As of December 31, 2025, the Company also had federal and state research and development tax credit carryforwards of $31.6 million and $7.5 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2040 and 2029, respectively.

On July 4, 2025, OBBBA was enacted in the United States. The OBBBA includes significant corporate tax reforms, including (i) the permanent reinstatement of deducting domestic research and development expenditures as incurred (under prior law such expenditures were capitalized and amortized over five years) and (ii) the option to claim 100% accelerated depreciation deductions on qualified property. The corporate tax changes included in the OBBBA did not have a material impact on our effective income tax rate during tax year ended December 31, 2025, and we do not anticipate a material impact on our effective income tax rate in future periods.

Utilization of the net operating loss carryforwards and research and credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, or Section 382, due to ownership changes that occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has performed a study under Internal Revenue Code Section 382 as of June 30, 2024, and concluded that a change in ownership following stock issuances in 2016 and 2020 triggered Section 382 limitations and approximately $758.7 million of federal NOL carryforwards and $48.7 million of federal tax credit carryforwards that were generated through June 30, 2020 will expire unutilized due to Section 382 and 383 limitations. The Company also estimated the amounts of State net operating loss and research and development tax credit carryforwards which will expire unutilized as a result of its annual limitations under Section 382. The Company has excluded these Federal and State tax attributes from the carryforward amounts disclosed above and in the deferred tax assets and liabilities table included in this footnote.

As of December 31, 2025 and 2024, the Company did not have any unrecognized tax benefits.

Massachusetts, New Jersey, New York and Connecticut are the jurisdictions in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by these or any other jurisdictions for any tax year. Generally, in U.S. federal and state taxing jurisdictions, all years which generated net operating losses and/or tax credit carryforwards remain subject to examination to the extent those carryforwards are utilized in a subsequent period.