Denali Therapeutics Inc.DNLI
Denali Therapeutics Inc. Commitments Disclosure
Commitments and Contingencies
Lease Obligations
In May 2018, the Company entered into an operating lease for its corporate headquarters in South San Francisco (the "Headquarters Lease"), a 148,020 rentable square feet building in South San Francisco, California (the "Headquarters"). The Headquarters Lease has a contractual term of 10 years which ends on March 31, 2029, after which the Company has an option to extend the lease term for a further ten years. The Company determined that this renewal was not reasonably certain at lease inception. The accounting lease commencement date was determined to be August 1, 2018.
The Headquarters Lease provides for monthly base rent amounts escalating over the term of the lease. In addition, the Headquarters Lease provided a tenant improvement allowance ("TIA") of up to $25.9 million, which was fully utilized, of which $4.4 million will be repaid to the landlord in the form of additional monthly rent. This is recorded as leasehold improvement assets and an offset to the lease ROU asset on the Consolidated Balance Sheets. The Company is also required to pay the operating expenses for the Headquarters, such as taxes and insurance, which are treated as variable lease payments.
In August 2021, the Company entered into an operating lease for laboratory, office and warehouse facilities in Salt Lake City, Utah. In March 2023, the Company terminated this operating lease, which resulted in the recognition of $7.9 million of accelerated depreciation on leasehold improvements during the year ended December 31, 2023. The lease had not commenced for accounting purposes.
In April 2023, the Company entered into a finance lease for its clinical manufacturing site in Salt Lake City (the "SLC Lease") for a 59,336 square foot laboratory, office and warehouse premises with a contractual term of approximately 15 years, and undiscounted lease payments of approximately $13.4 million, which was subsequently amended in October 2023. The Company has the option to extend the lease term for a period of ten years at the end of the lease term. The accounting lease commencement date was determined to be August 1, 2024, the date the Company was deemed to have obtained control over the property, at which time the lease was determined to be a finance lease and the lease liability and ROU asset were recorded on the Consolidated Balance Sheets. The Finance lease ROU asset includes approximately $47.4 million of lessor owned improvements funded by the Company.
Management exercised judgment in applying the requirements of ASC 842, including the determination as to whether certain contracts contain a lease, lease classification, the lease consideration, and the commencement date of the leases, and for leases identified under the standard, the discount rate used to determine the measurement of the lease liability. The discount rates of the Company's operating and finance leases are an approximation of the Company's incremental borrowing rate and are dependent upon the term and economics of the agreement. To estimate the incremental borrowing rates, management considered observable debt yields of comparable market instruments, as well as benchmarks within the lease agreement that may be indicative of the rate implicit in the lease. There were no changes to the terms of the leases recognized under ASC 842 during the year ended December 31, 2025.
The following table summarizes lease costs recognized for the periods presented (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Operating lease cost | $ | 7,595 | $ | 7,189 | $ | 7,983 | ||||||||||||||
Finance lease cost: | ||||||||||||||||||||
Amortization of ROU assets | 3,629 | 1,197 | — | |||||||||||||||||
Interest | 720 | 302 | — | |||||||||||||||||
Variable lease cost | 5,806 | 5,065 | 4,458 | |||||||||||||||||
Total lease costs | $ | 17,750 | $ | 13,753 | $ | 12,441 | ||||||||||||||
The following table contains a summary of other information pertaining to the Company’s leases for the periods presented (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Operating cash flows from operating lease | $ | 11,793 | $ | 11,417 | $ | 11,345 | ||||||||||||||
As of December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Weighted-average remaining lease term (in years): | ||||||||||||||||||||
Operating lease | 3.3 years | 4.3 years | 5.3 years | |||||||||||||||||
Finance lease | 13.3 years | 14.3 years | — | |||||||||||||||||
Weighted-average discount rate applied (%): | ||||||||||||||||||||
| Operating lease | 9.0 | % | 9.0 | % | 9.0 | % | ||||||||||||||
| Finance lease | 13.7 | % | 13.7 | % | — | % | ||||||||||||||
The following table reconciles the undiscounted cash flows for the next five years and total of the remaining years to the operating and finance lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2025 (in thousands):
| Year Ended December 31: | Operating Lease | Finance Lease | ||||||||||||
| 2026 | $ | 12,182 | $ | 794 | ||||||||||
| 2027 | 12,584 | 811 | ||||||||||||
| 2028 | 13,001 | 829 | ||||||||||||
| 2029 | 4,381 | 848 | ||||||||||||
| 2030 | — | 867 | ||||||||||||
| Thereafter | — | 7,947 | ||||||||||||
| Total undiscounted lease payments | 42,148 | 12,096 | ||||||||||||
| Less: present value adjustment | (5,475) | — | ||||||||||||
| Less: imputed interest | — | (6,481) | ||||||||||||
| Total future minimum lease payments | $ | 36,673 | $ | 5,615 | ||||||||||
Indemnification
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, or Consolidated Statements of Cash Flows.
Commitments
In the normal course of business, the Company enters into firm purchase commitments primarily related to supply of pre-launch commercial product, research, development and manufacturing activities. The Company had contractual obligations under certain commercial product, clinical and manufacturing agreements of $44.3 million and $60.8 million, as of December 31, 2025 and 2024, respectively. Further, the Company had other commitments of $1.5 million and $2.2 million as of both December 31, 2025 and 2024, respectively.
Royalty Pharma Funding Agreement
On December 4, 2025, the Company entered into a royalty funding arrangement (the “Royalty Agreement”) with Royalty Pharma plc (“Royalty Pharma”). Pursuant to the Royalty Agreement, Royalty Pharma agreed to provide up to $275.0 million in funding to the Company in exchange for a 9.25% royalty on worldwide net sales of tividenofusp alfa. The transaction is subject to various closing conditions, including the Company achieving FDA approval of tividenofusp alfa on or before June 30, 2026. At closing, Royalty Pharma will make an initial payment of $200.0 million and Royalty Pharma will be obligated to make an additional payment of $75.0 million upon European Medicines Agency (the "EMA") approval of tividenofusp alfa on or before December 31, 2029. Royalty payments will cease upon Royalty Pharma receiving a multiple of 3.0x of the initial investment proceeds, or 2.5x if achieved by the first quarter of 2039. As of December 31, 2025, the transaction had not closed and no liability related to the Royalty Agreement was recorded in the consolidated financial statements.
Contingencies
From time to time, the Company may be involved in lawsuits, arbitration, claims, investigations and proceedings consisting of intellectual property, employment and other matters which arise in the ordinary course of business. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Mar 12, 2019 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.