13. Income Taxes

For financial reporting purposes, income before income taxes includes the following components for the years presented, in thousands:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Federal

 

$

(278,369

)

 

$

(171,965

)

 

$

(152,631

)

Foreign

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

$

(278,369

)

 

$

(171,965

)

 

$

(152,631

)

For the year ended December 31, 2025, we recorded no current federal tax provision, and state tax provisions of $0.3 million. For the year ended December 31, 2024, we recorded a current federal and state tax provision of $1.8 million and $0.3 million, respectively. For the year ended December 31, 2023, we did not record a provision for income taxes due to a loss and a full valuation against our deferred taxes.

Pursuant to the disclosure requirements of ASU 2023-09, our effective income tax rate differs from the statutory federal rate of 21% for the years ended December 31, 2025, 2024, and 2023 due to the following, in thousands:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Income taxes at statutory federal rate

 

$

(58,466

)

 

21.0

 

%

$

(36,102

)

 

21.0

 

%

$

(32,053

)

 

21.0%

 

State income taxes, net of federal benefit(1)

 

 

264

 

 

 

(0.1

)

 

 

287

 

 

 

(0.2

)

 

 

 

 

 

 

Tax credits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development credits

 

 

(2,795

)

 

 

1.0

 

 

 

(2,468

)

 

 

1.5

 

 

 

(2,390

)

 

 

1.5

 

Orphan drug credits

 

 

(29,260

)

 

 

10.5

 

 

 

(17,716

)

 

 

10.3

 

 

 

(9,696

)

 

 

6.4

 

Change in valuation allowance

 

 

75,851

 

 

 

(27.2

)

 

 

50,647

 

 

 

(29.5

)

 

 

37,564

 

 

 

(24.6

)

Changes in unrecognized tax benefits

 

 

8,507

 

 

 

(3.1

)

 

 

4,463

 

 

 

(2.6

)

 

 

2,744

 

 

 

(1.8

)

Nontaxable or nondeductible items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

6,389

 

 

 

(2.3

)

 

 

3,425

 

 

 

(2.0

)

 

 

4,182

 

 

 

(2.8

)

Other

 

 

116

 

 

 

 

 

 

67

 

 

 

 

 

 

58

 

 

 

 

Other

 

 

(309

)

 

 

0.1

 

 

 

(585

)

 

 

0.3

 

 

 

(409

)

 

 

0.3

 

Total

 

$

297

 

 

 

(0.1

)

%

$

2,018

 

 

 

(1.2

)

%

$

 

 

 

 

 

(1)
In 2023 state taxes in California made up the majority (greater than 50%) of the tax effect in this category. In 2024 state taxes in Massachusetts made up the majority of the tax effect in this category. In 2025 state taxes in Florida and Pennsylvania made up the majority of the tax effect in this category.

Significant components of our deferred tax assets and liabilities are shown below, in thousands:

 

 

December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Contract liabilities

 

$

113,953

 

 

$

66,821

 

Net operating loss carryforwards

 

 

111,461

 

 

 

97,605

 

Research and development tax credit carryforwards

 

 

67,259

 

 

 

41,831

 

Section 174 capitalization

 

 

46,790

 

 

 

59,497

 

Other

 

 

10,486

 

 

 

283

 

Share-based compensation

 

 

10,118

 

 

 

9,073

 

Accruals

 

 

4,987

 

 

 

3,707

 

Operating lease liabilities

 

 

2,584

 

 

 

1,699

 

Total deferred tax assets

 

 

367,638

 

 

 

280,516

 

Deferred tax liabilities

 

 

 

 

 

 

Right-of-use assets

 

 

(1,756

)

 

 

(1,394

)

Other comprehensive income

 

 

(247

)

 

 

(184

)

Other

 

 

(1,745

)

 

 

(79

)

Total deferred tax liabilities

 

 

(3,748

)

 

 

(1,657

)

Less: valuation allowance

 

 

(363,890

)

 

 

(278,859

)

Net deferred tax assets

 

$

 

 

$

 

As of December 31, 2025, we had federal net operating loss, or NOL, carryforwards of $310.5 million, that can be carried forward indefinitely. As of December 31, 2025, we had state loss carryforwards of $667.6 million, which will begin to expire in 2034, unless previously utilized. We also have federal and state research and development credit carryforwards of $82.1 million and $12.0 million, respectively. The federal research and development credits will begin to expire in 2040, unless previously utilized. Of the state research and development credits, $3.9 million will carryforward indefinitely and approximately $8.0 million will begin to expire in 2030, unless previously utilized.

We file tax returns as prescribed by the tax laws of the jurisdictions in which we operate. Our tax years since inception are subject to examination by the federal and state jurisdictions due to the carryforward of unutilized net operating losses and research and development credits. We have not been, nor are we currently, under examination by the federal or any state tax authority.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Based on the weight of the evidence, including our limited existence and losses since inception, management has determined that it is more likely than not that the deferred tax assets will not be realized and therefore has recorded a full valuation allowance against the deferred taxes. The valuation allowance increased by $85.0 million from December 31, 2024.

Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or IRC, annual use of our NOL or research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. We completed a study to assess whether an ownership change, as defined by IRC Section 382, has occurred from our formation through December 31, 2025. We determined that an ownership change occurred in 2015, but concluded the annual utilization limitation would be sufficient to utilize our pre-ownership change NOLs and research and development credits prior to expiration. Therefore we do not expect any material limitations to the utilization of NOL’s or research and development credits. Future ownership changes may limit our ability to utilize remaining tax attributes. Any carryforwards that will expire prior to utilization as a result of such additional limitations will be removed from deferred tax assets, with a corresponding reduction of the valuation allowance.

In accordance with authoritative guidance, the impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained.

The following table summarizes the activity related to our unrecognized tax benefits, in thousands:

 

 

December 31,

 

 

2025

 

 

2024

 

 

2023

 

Gross unrecognized tax benefits at the beginning of the year

 

$

15,447

 

$

10,114

 

$

6,485

 

Increases related to prior year tax positions

 

 

 

 

 

67

 

 

 

82

 

Increases from tax positions taken in the current year

 

 

10,274

 

 

5,266

 

 

3,547

 

Gross unrecognized tax benefits at the end of the year

 

$

25,721

 

$

15,447

 

$

10,114

 

Our practice is to recognize interest and penalties related to income tax matters in income tax expense. There was no accrued interest or penalties included on the balance sheets as of December 31, 2025, 2024, or 2023, and we have not recognized interest and penalties on the statements of operations and comprehensive loss for the years ended December 31, 2025, 2024 or 2023.

We do not expect that there will be a significant change in the unrecognized tax benefits over the next 12 months. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate.

Income taxes paid (net of refunds) were immaterial in 2023 and 2024. In 2025, Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions, in thousands:

 

Year Ended December 31,

 

2025

 

Federal

$

1,800

 

State

 

 

Pennsylvania

 

180

 

Illinois

 

206

 

Other

 

122

 

Total

$

2,308

 

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Feb 28, 2025
2023Feb 27, 2024
2022Feb 23, 2023
2021Feb 24, 2022
2020Feb 24, 2021
2019Feb 25, 2020
2018Mar 5, 2019
2017Mar 12, 2018
2016Mar 14, 2017
2015Mar 17, 2016

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.