Cryoport, Inc. Income Taxes Disclosure

Note 18. Income Taxes

Loss from continuing operations before provision for income taxes was attributed to the following jurisdictions for the years ended December 31, 2025, 2024 and 2023 (in thousands):

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The provision for income taxes consists of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands):

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Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are shown below (in thousands):

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Our net deferred tax liability as presented in our consolidated balance sheet consists of the following items (in thousands):

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The Company has recorded a net deferred tax liability in jurisdictions where taxable temporary differences from indefinite-lived intangible assets do not support the realization of deferred tax assets which have finite carryover periods. In addition, the Company has recorded a net deferred tax liability in jurisdictions where taxable temporary differences exceed deductible temporary differences.

The provision for (benefit from) income taxes differs from that computed using the federal statutory rate applied to loss from continuing operations before provision for income taxes for the year ended December 31, 2025 as follows (in thousands):

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The provision for (benefit from) income taxes differs from that computed using the federal statutory rate applied to loss from continuing operations before provision for income taxes for the years ended December 31, 2024 and 2023 as follows (in thousands):

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At December 31, 2025, the Company has federal and state NOL carryforwards of approximately $143.6 million and $127.7 million, respectively. The federal NOL carryforwards begin to expire in 2032, unless previously utilized, and the state NOL carryforwards will begin to expire in 2028, unless previously utilized. Included in the federal NOL carryforward total is $121.5 million generated after 2017 that can be carried over indefinitely and may be used to offset up to 80% of federal taxable income. At December 31, 2025, the Company has foreign NOL carryforwards of approximately $41.0 million, which begin to expire in 2029. At December 31, 2025, the Company has federal and California research and development tax credits of approximately $4.6 million and $3.2 million, respectively. The federal research tax credit begins to expire in 2037 unless previously utilized and the California research tax credit has no expiration date.

Utilization of the NOL and research and development (“R&D”) carryforwards might be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by

certain stockholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent capital stock transactions.

During 2025, the Company completed a Section 382 analysis study to determine if any ownership changes had occurred in the past, and to determine the impact any such ownership changes would have on the Company’s ability to utilize its US federal NOL and R&D credit carryforwards.  This period for which this study was performed covered the years 2008 through 2024. Through this study, we determined that the Company had experienced three ownership changes, as defined by Section 382 of the Code, which limit the Company’s ability to use its federal NOL and R&D credit carryforwards accumulated as of the date of each ownership change. Based on this study, we determined that the Company should be able to access all of its federal NOL carryforwards prior to any expiration, with the exception of approximately $19.7 million of these carryforwards which are inaccessible due to these limitations and have thus expired. Additionally, we determined that the Company should be able to access all of its federal R&D credit carryforwards, with the exception of an immaterial amount of these carryforwards which are inaccessible and thus have expired. These federal NOL and R&D credit carryforwards which have expired under the rules of Section 382 of the Code have been removed from the Company’s deferred tax asset, with the corresponding reduction of the valuation allowance.

The Company has not rolled forward the Section 382 analysis study to include 2025. Based on a review of the facts and circumstances, any ownership change in 2025 would not impact the limitations currently applied to the federal NOL and R&D credit carryforwards. Additionally, the Company has not conducted a Section 382 analysis study to determine the impact of the ownership changes on state NOL and R&D credit carryforwards. Based on a review of the facts and circumstances, any potential limitation from the ownership changes should not impact the availability of NOLs and R&D credit carryforwards used in the current year, but may affect their availability in the future. Due to the existence of the valuation allowance, any such state NOL and R&D credit carryforwards that may expire prior to utilization as a result of such limitations will be removed from deferred tax assets, with a corresponding reduction of the valuation allowance.

Total cash paid for income taxes (net of refunds) for the years ended December 31, 2025, 2024, and 2023 is composed of the following (in thousands):

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A reconciliation of the beginning and ending amounts of unrecognized tax positions for the years ended December 31, 2025, 2024, and 2023 are as follows (in thousands):

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If recognized, none of the unrecognized tax positions would impact the Company’s income tax benefit or effective tax rate as long as the Company’s deferred tax assets remain subject to a full valuation allowance. The Company does not expect any significant increases or decreases to the Company’s unrecognized tax positions within the next 12 months.

We recognize interest accrued related to unrecognized tax benefits (“UTBs”) and penalties as income tax expense. As of December 31, 2025, we have an immaterial accrual for interest in our consolidated balance sheet.

Due to the NOL carryforwards, the U.S. federal and state returns remain open to examination by the Internal Revenue Service and state taxing jurisdictions for all years beginning with the year ended March 31, 2006. Our foreign subsidiaries are generally subject to examination three years following the year on which the tax obligation originated. The years subject to audit may be extended if the entity substantially understates corporate income tax. The Company does not have any foreign subsidiaries currently under audit by their local income tax authorities.