17. INCOME TAXES

Net loss before income taxes consisted of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Domestic

 

$

(510,359

)

 

$

(331,843

)

 

$

(157,761

)

Foreign

 

 

(46,334

)

 

 

255

 

 

 

38

 

Total net loss before income taxes

 

$

(556,693

)

 

$

(331,588

)

 

$

(157,723

)

 

The current and deferred income tax expense (benefit) of the provision for income taxes for federal, state and foreign jurisdictions are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

 

 

$

 

 

$

 

State

 

 

 

 

 

 

 

 

 

Foreign

 

 

296

 

 

 

59

 

 

 

48

 

Total current tax expense (benefit)

 

$

296

 

 

$

59

 

 

$

48

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(33,609

)

 

 

 

 

 

 

State

 

 

(4,998

)

 

 

 

 

 

 

Foreign

 

 

(6,261

)

 

 

 

 

 

 

Total deferred tax expense (benefit)

 

$

(44,868

)

 

$

 

 

$

 

Total tax expense (benefit)

 

$

(44,572

)

 

$

59

 

 

$

48

 

 

The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes primarily due to the valuation allowance for the net deferred income tax assets. The Company recognized an income tax benefit for the year ended December 31, 2025, of $44.6 million primarily related to the recognition of net deferred tax liabilities in connection with certain acquisitions, which resulted in a decrease to the Company's valuation allowance.

The following table reconciles the U.S. statutory tax rate to the Company's effective tax rate for the year ended December 31, 2025 (in thousands, except for percentages):

 

 

Year Ended December 31, 2025

 

U.S. federal statutory income tax rate

 

$

(116,803

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect(1)

 

 

(4,998

)

 

 

0.9

%

Foreign tax effects

 

 

2,992

 

 

 

(0.5

)%

Tax credits

 

 

 

 

 

 

Research and development tax credits

 

 

(18,978

)

 

 

3.4

%

Changes in valuation allowances

 

 

98,072

 

 

 

(17.5

)%

Nontaxable or nondeductible items

 

 

 

 

 

 

Share-based payment awards

 

 

(40,383

)

 

 

7.3

%

Executive compensation

 

 

32,227

 

 

 

(5.8

)%

Transactions costs

 

 

16,390

 

 

 

(3.0

)%

Warrant (gain) loss

 

 

(14,009

)

 

 

2.5

%

Other

 

 

918

 

 

 

(0.2

)%

Effective income tax rate

 

$

(44,572

)

 

 

8.1

%

 

(1)
State taxes in California, Maryland, and New York made up the majority of the tax effect in this category.

The following table reconciles the U.S. statutory tax rate to the Company's effective tax rate for the years ended December 31, 2024 and 2023:

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

U.S. federal statutory income tax rate

 

 

21.0

%

 

 

21.0

%

State and local income taxes

 

 

3.2

%

 

 

4.5

%

R&D tax credits

 

 

5.3

%

 

 

3.1

%

Compensation

 

 

0.7

%

 

 

2.6

%

Warrant (gain) loss

 

 

(7.4

)%

 

 

(2.5

)%

Change in tax rates

 

 

0.0

%

 

 

(0.4

)%

Provision to return and deferred tax adjustments

 

 

0.1

%

 

 

(0.2

)%

Valuation allowance

 

 

(22.9

)%

 

 

(28.0

)%

Other

 

 

0.0

%

 

 

(0.1

)%

Effective tax rate

 

 

0.0

%

 

 

0.0

%

 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Accrued bonus

 

$

7,784

 

 

$

2,036

 

Unearned revenue

 

 

167

 

 

 

158

 

Stock-based compensation

 

 

26,654

 

 

 

9,793

 

Depreciation and amortization

 

 

5,001

 

 

 

3,109

 

Capitalized R&D costs

 

 

142,083

 

 

 

62,939

 

Lease liabilities

 

 

7,163

 

 

 

4,483

 

R&D credit carryforwards

 

 

62,606

 

 

 

29,800

 

Net operating loss carryforwards

 

 

191,698

 

 

 

56,204

 

Other

 

 

4,988

 

 

 

677

 

Gross deferred tax assets

 

$

448,144

 

 

$

169,199

 

Valuation allowance

 

 

(352,013

)

 

 

(166,287

)

Total deferred tax assets

 

$

96,131

 

 

$

2,912

 

Deferred tax liabilities:

 

 

 

 

 

 

Right of use assets

 

 

(5,243

)

 

 

(2,386

)

Intangible assets

 

 

(174,484

)

 

 

 

Other

 

 

(1,548

)

 

 

(526

)

Total deferred tax liabilities

 

$

(181,275

)

 

$

(2,912

)

Net deferred tax assets (liabilities)

 

$

(85,144

)

 

$

 

 

The following table summarizes the activity in the Company’s valuation allowance against its gross deferred tax assets (in thousands):

 

 

2025

 

 

2024

 

 

2023

 

Beginning balance

 

$

166,287

 

 

$

90,963

 

 

$

48,212

 

Increases to income tax expense

 

 

160,062

 

 

 

75,780

 

 

 

44,123

 

Charged (credited) to other balance sheet accounts

 

 

64,270

 

 

 

(456

)

 

 

(1,372

)

Decreases to income tax expense

 

 

(38,606

)

 

 

 

 

 

 

Ending balance

 

$

352,013

 

 

$

166,287

 

 

$

90,963

 

 

The Company had U.S. federal, state, and foreign net operating loss carryforwards of approximately $653.8 million, $454.7 million, and $140.6 million, respectively, as of December 31, 2025. The Company’s U.S. federal net operating loss carryforwards generated prior to January 1, 2018, of $9.7 million will begin to expire, if not utilized, in 2036, and net operating loss carry forwards generated after January 1, 2018, of $644.1 million will carryforward indefinitely, although limited to 80% of taxable income annually. The Company has $357.0 million in definite-lived state net operating loss carryforwards, which will begin to expire in 2033. The Company has $80.0 million in definite-lived foreign net operating loss carryforwards, of which $15.8 million will begin to expire in 2026 and the remaining will carryforward indefinitely. As of December 31, 2025, the Company had U.S. federal and state tax credit carryforwards of $64.2 million. The tax credit carryforwards will expire between 2026 and 2045.

The deductibility of such credits and net operating losses (“NOL”) may be limited. Under Sections 383 and 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which generally occurs if the percentage of the corporation’s stock owned by 5% stockholders increases by more than 50% over a three-year period, the corporation’s ability to use its pre-change credits and NOL carryforwards and other pre-change tax attributes to offset its post-change income, may be limited. The Company has not determined if it has experienced Section 383/382 ownership changes in the past and if a portion of its NOL and tax credit carryforwards are subject to an annual limitation. In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership, some of which may be outside of its control. If the Company determines that an ownership change has occurred and its ability to use its historical NOL and tax credit carryforwards is significantly limited, it would harm the Company’s future operating results by effectively increasing its future tax obligations.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2025 and 2024, the Company has concluded that it is not more likely than not that its net deferred income tax assets will be realized in the U.S. and Switzerland. Accordingly, the Company has provided a full valuation allowance for those jurisdictions as of December 31, 2025 and 2024. The net increase in the valuation allowance of $185.7 million is due to the impact of current year operating losses, research and development credits, and acquired deferred income tax assets, offset by decreases for acquired deferred income tax liabilities.

The Company considers the outside basis of its foreign subsidiaries to be indefinitely reinvested as it intends to further invest in its foreign operations. The determination of any unrecorded deferred income tax asset or liability on the remaining excess carrying amount of the Company's investments over their respective tax bases is not practicable due to the uncertainty of how these investments would be recovered and such differences are not expected to be recognized in the foreseeable future.

Uncertain income tax positions were not material as of December 31, 2025 and 2024. Interest and penalties recorded in the consolidated statements of operations were not material for any of the years ended December 31, 2025, 2024 and 2023. Cash paid for income taxes is not material for any of the years ended December 31, 2025, 2024 and 2023.

The Company files incomes tax returns in the United States, including various state jurisdictions, and in various foreign jurisdictions. The current tax years that are subject for examination are tax years 2021 through 2024, although tax years dating back to 2016 remain open up to the tax attribute amounts carried forward for future use.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 26, 2025
2023Feb 28, 2024
2022Mar 30, 2023
2021Mar 28, 2022
2020Mar 25, 2021

About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.