MeiraGTx Holdings plc Income Taxes Disclosure
11. Income Taxes
For the years ended December 31, 2025 and 2024, the Company recognized a tax benefit of $0.
As of December 31, 2025, the Company had U.S. federal and state net operating losses (“NOLs”) and foreign carryforward tax losses which are available to reduce future taxable income of (in thousands):
Federal | State/City | |||||
United Kingdom | $ | 195,997 | $ | — | ||
United States | $ | 163,464 | $ | 23,432 | ||
Ireland | $ | 118,071 | $ | — | ||
Other | $ | 36,698 | $ | — | ||
All of the Company’s carryforward tax losses will be indefinitely carried forward, with the exception of federal U.S. NOLs in the amount of $0.2 million as of December 31, 2025, which will begin to expire in 2037 and state NOLs in the amount of $21.9 million as of December 31, 2025, which will begin to expire in 2036. Also, as of December 31, 2025, the Company had orphan drug and research and development credits in the U.S. in the amount of $27.2 million which will begin to expire in 2035 and research and development credits of $5.9 million in the UK which can be carried forward indefinitely. The U.S. NOLs and UK carryforward tax losses may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders, as defined under Section 382 of the Internal Revenue Code, as well as UK tax rules. This could limit the amount of NOLs and carryforward tax losses that the Company can utilize annually to offset future taxable income or tax
liabilities. As of December 2024, the Company had performed such an analysis and determined that there were no limitations in the UK and U.S.
The Company’s pre-tax income (loss) is as follows (in thousands):
| December 31, 2025 | | December 31, 2024 | |||
United Kingdom | $ | (16,284) | $ | (62,760) | ||
United States |
| (65,531) |
| (57,580) | ||
Ireland | (30,193) | (25,762) | ||||
Other | (2,193) | (1,689) | ||||
$ | (114,201) | $ | (147,791) | |||
The Company paid no income taxes (net of refunds received) for the years ended December 31, 2025 and 2024. Accordingly, no disaggregation by federal, state, or foreign jurisdiction is presented.
The Company is subject to the corporate tax rate in the UK as a limited UK corporation.
The following table summarizes a reconciliation of income tax benefit compared with the amounts at the UK statutory income tax rate (in thousands):
| December 31, 2025 | | December 31, 2024 | | |||||||
U.K. Statutory Tax Rate | $ | (26,827) | 25.00% | $ | (36,948) | 25.00% | |||||
Foreign Tax Effects | |||||||||||
United States | |||||||||||
Statutory tax rate difference between United States and United Kingdom | 1,945 | (1.81)% | 1,621 | (1.10)% | |||||||
State and Local Income Taxes, Net of Federal Income Tax Effect | (188) | 0.18% | (634) | 0.43% | |||||||
Research and development tax credits | (4,253) | 3.96% | (3,352) | 2.27% | |||||||
Change in valuation allowance | 12,694 | (11.83)% | 11,405 | (7.72)% | |||||||
U.S. state change in ETR | 1,832 | (1.71)% | (309) | 0.21% | |||||||
Section 162(m) Adj. | 2,226 | (2.07)% | 1,568 | (1.06)% | |||||||
Share based compensation shortfall | 1,467 | (1.37)% | 2,221 | (1.50)% | |||||||
Other | 660 | (0.62)% | 1,875 | (1.27)% | |||||||
Ireland | |||||||||||
Statutory tax rate difference between Ireland and United Kingdom | 3,265 | (3.04)% | 3,134 | (2.12)% | |||||||
Change in valuation allowance | 3,265 | (3.04)% | 3,134 | (2.12)% | |||||||
Other | 1,018 | (0.95)% | 172 | (0.12)% | |||||||
Other Foreign Countries | |||||||||||
Statutory tax rate difference between other foreign countries and United Kingdom | 1 | 0.00% | (5) | 0.00% | |||||||
Change in valuation allowance | 938 | (0.87)% | 155 | (0.11)% | |||||||
Other | (357) | 0.33% | 272 | (0.18)% | |||||||
Tax Credits | (3,539) | 3.30% | 6,476 | (4.38)% | |||||||
Change in Valuation Allowances | 4,395 | (4.10)% | 9,344 | (6.32)% | |||||||
Nontaxable or Nondeductible Items | |||||||||||
Nondeductible interest | — | 0.00% | (4,105) | 2.78% | |||||||
Other | 837 | (0.78)% | 1,456 | (0.99)% | |||||||
Other Adjustments | 621 | (0.58)% | 2,520 | (1.70)% | |||||||
$ | — |
| 0.00% | $ | — |
| 0.00% | ||||
The Expense/(Benefit) for income taxes from continuing operations consists of the following (in thousands):
| December 31, 2025 | | December 31, 2024 | |||
Current Tax Expense/(Benefit) |
| |
| | ||
United Kingdom |
| $ | — |
| $ | — |
United States |
| — |
| — | ||
Ireland | — |
| — | |||
Other | — | — | ||||
Total Current |
| $ | — |
| $ | — |
Deferred Tax Expense/(Benefit) |
| |
| | ||
United Kingdom |
| $ | (4,395) |
| $ | (9,344) |
United States |
| (12,694) |
| (11,405) | ||
Ireland | (3,265) | (3,134) | ||||
Other | (938) | (155) | ||||
Total Deferred |
| (21,292) |
| (24,038) | ||
Change in Valuation Allowance |
| 21,292 |
| 24,038 | ||
Total Income Tax Expense/(Benefit) |
| $ | — |
| $ | — |
Deferred Tax Assets/(Liabilities) (in thousands):
December 31, 2025 | December 31, 2024 | |||||
Deferred Tax Assets: | ||||||
Net operating loss carryforwards | $ | 108,960 | $ | 85,308 | ||
Interest expense | 11,657 | 6,736 | ||||
Capitalized research and development | 15,289 | 26,312 | ||||
Share-based compensation |
| 11,700 | 11,921 | |||
R&D credit |
| 30,417 | 22,160 | |||
Lease liability | 3,397 | 2,767 | ||||
Deferred tax assets |
| 181,420 |
| 155,204 | ||
Less: valuation allowance |
| (174,808) |
| (149,382) | ||
Deferred Tax Liabilities: | ||||||
Depreciation | (2,729) | (2,192) | ||||
Right of use assets |
| (2,696) | (2,099) | |||
Other |
| (1,187) | (1,531) | |||
Net deferred tax liability | $ | — | $ | — | ||
ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance, after consideration of the reversal of the deferred tax liabilities for the ROU assets, fixed assets, and other deferred tax liabilities against its deferred tax assets at December 31, 2025 and 2024 because the Company's management has determined that it is more likely than not that these assets will not be fully realized.
As of December 31, 2025 and 2024, the Company recorded unrecognized tax positions of $2.7 million and $2.2 million, respectively. The unrecognized tax positions are netted with deferred tax assets above with a full valuation allowance. The changes to unrecognized tax positions for 2025 and 2024 were as follows (in thousands):
| December 31, 2025 | | December 31, 2024 | |||
Unrecognized tax benefits as of January 1 |
| $ | 2,249 |
| $ | 2,029 |
Gross increases/(decreases) related to current year |
| 459 |
| 505 | ||
Gross increases/(decreases) related to prior years |
| 13 |
| (285) | ||
Unrecognized tax positions as of December 31 |
| $ | 2,721 |
| $ | 2,249 |
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statements of operations and comprehensive loss.
The Company files income tax returns in the United States, UK, various foreign jurisdictions and various U.S. state jurisdictions. In the U.S., all years remain subject to examination. The earliest year subject to examination in the UK is 2022.
MeiraGTx Holdings plc is a UK tax resident with no earnings in its foreign subsidiaries and the Company does not expect any temporary basis difference in its investment in these subsidiaries to reverse in the foreseeable future. Therefore, the Company has not recorded deferred taxes on the outside basis difference in its foreign subsidiaries. It is not probable to compute the amounts, if any.
In July 2025, U.S. tax legislation known as the One Big Beautiful Bill Act, or OBBBA, was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act, or TCJA, that were set to expire at the end of 2025. Under OBBBA, domestic research and development costs incurred in tax years beginning after 2024 may be immediately deducted or, at the taxpayer’s election, capitalized and amortized. The OBBBA also provides several options for transitioning to the new rules for domestic research and development costs, including accelerated recovery of previously capitalized costs (beginning in 2025) for all taxpayers. Pursuant to TCJA Section 174, the Company elected to amortize its previously capitalized domestic research and development expenditures ratably over a two-year period. Following the enactment of Section 174A, the Company plans to adopt the revised method permitting the deduction of domestic research and development expenditures in the year incurred. Accordingly, domestic research and development expenses incurred during fiscal year 2025 were fully deducted for tax purposes. As the recent legislative changes did not modify the capitalization requirements applicable to foreign research and development expenditures, the Company evaluated its foreign research and development costs for the year ended December 31, 2025. The other provisions of the OBBBA did not have a material effect on the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 14, 2023 | |
| 2021 | Mar 10, 2022 | |
| 2020 | Mar 11, 2021 | |
| 2019 | Mar 11, 2020 | |
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.