Note 12. Income Taxes

The Company’s breakdown of its income before provision for income taxes for the years ended December 31, 2025, 2024 and 2023 is as follows:

 

 

 

Year ended December 31,

 

(In thousands of USD)

 

2025

 

 

2024

 

 

2023

 

U.S.

 

 

(57,803

)

 

 

(101,367

)

 

 

(107,555

)

Netherlands

 

 

(146,016

)

 

 

(140,232

)

 

 

(69,355

)

Total

 

 

(203,819

)

 

 

(241,599

)

 

 

(176,910

)

 

The components of our provision for income taxes for the years ended December 31, 2025, 2024 and 2023, are as follows:

 

 

 

Year ended December 31,

 

(In thousands of USD)

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

 

 

 

State

 

 

 

 

 

 

 

 

 

Federal

 

 

 

 

 

(1

)

 

 

27

 

Total current

 

 

 

 

 

(1

)

 

 

27

 

Deferred:

 

 

 

 

 

 

 

 

 

State

 

 

 

 

 

 

 

 

 

Federal

 

 

 

 

 

 

 

 

 

Total deferred

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

(1

)

 

 

27

 

 

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the actual provision for income taxes, net differs from the expected provision for income taxes computed at the Netherlands Federal statutory tax rate of 25.8% due to the following:

 

 

 

Year ended December 31,

 

 

2024

 

 

2023

 

Income tax at the federal statutory rate

 

 

25.80

%

 

 

25.80

%

Foreign rate differential

 

 

(2.01

%)

 

 

(2.94

%)

State taxes, net of federal benefit

 

 

1.30

%

 

 

0.71

%

FDII deduction

 

 

 

 

 

 

Warrants

 

 

 

 

 

(1.50

%)

162(m) Executive Compensation

 

 

(0.43

%)

 

 

 

Tax credits

 

 

0.78

%

 

 

5.31

%

Transaction costs

 

 

 

 

 

 

Share listing expense

 

 

 

 

 

 

Change in valuation allowance

 

 

(25.44

%)

 

 

(27.40

%)

Other

 

 

 

 

 

 

Effective tax rate

 

 

0.00

%

 

 

(0.02

%)

 

The company has adopted ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, on January 1, 2025 prospectively. The following table is a reconciliation of the Netherlands federal statutory rate of

25.8% to Company’s effective rate of the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

 

 

Year ended December 31, 2025

 

 

Amount

 

 

Percent

 

NL federal statutory rate

 

 

(52,585

)

 

 

25.80

%

Foreign tax effects

 

 

 

 

 

 

United States

 

 

 

 

 

 

Statutory tax rate difference between United States and Netherlands

 

 

2,775

 

 

 

(1.36

%)

Research and development tax credits

 

 

(2,838

)

 

 

1.39

%

162(m) Executive Compensation

 

 

30

 

 

 

(0.01

%)

Changes in valuation allowances

 

 

16,248

 

 

 

(7.98

%)

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

 

 

(1,302

)

 

 

0.64

%

Change in valuation allowance

 

 

22,340

 

 

 

(10.96

%)

Nontaxable or nondeductible items

 

 

 

 

 

 

Share-based compensation

 

 

15,332

 

 

 

(7.52

%)

Changes in unrecognized tax benefits

 

 

 

 

 

 

Other adjustments

 

 

 

 

 

 

Total

 

 

 

 

 

 

(1) Deferred state taxes in Florida made up the majority of the tax effect in this category.

 

Deferred income taxes reflect the 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 our deferred tax assets are as follows as of December 31, 2025 and 2024:

 

 

 

As at December 31,

 

(In thousands of USD)

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Amortization and depreciation

 

 

59,330

 

 

 

25,426

 

Accruals

 

 

 

 

 

135

 

Net operating loss carryforwards

 

 

128,873

 

 

 

133,595

 

Lease liability

 

 

47

 

 

 

109

 

IPR&D

 

 

22,884

 

 

 

22,884

 

Tax credit, federal

 

 

4,163

 

 

 

1,904

 

Tax credit, Massachusetts

 

 

1,751

 

 

 

685

 

Gross deferred tax assets

 

 

217,048

 

 

 

184,738

 

Valuation allowance

 

 

(217,005

)

 

 

(184,633

)

Deferred tax assets net of valuation allowance

 

 

43

 

 

 

105

 

Deferred tax liabilities:

 

 

 

 

 

 

Right-of-use-asset

 

 

(43

)

 

 

(105

)

Net deferred tax assets

 

 

 

 

 

 

 

Realization of deferred tax assets is dependent on future taxable income, if any, the timing and the amount of which are uncertain. We assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant component of objective negative evidence evaluated was our cumulative loss incurred over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as at December 31, 2025, December 31, 2024 and December 31, 2023, a full valuation allowance has been recorded against our net deferred tax asset. As of December 31, 2025, and December 31, 2024, the Company had a valuation allowance of $217.0 million and $184.6 million, respectively, recorded on the balance sheet. A valuation allowance is a non-cash charge, and does not limit the Company’s ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form

of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

As of December 31, 2025, we had net operating loss carryforwards for Netherlands fiscal unity, US, and state income tax purposes of $362.5 million, $153.1 million, and $72.8 million, respectively. These balances have been updated to reflect ongoing discussions with the Dutch Tax Authorities. It is currently expected that the outcome of these discussions will result in an amortizable IP asset in exchange for the carry-forward losses through April 8, 2020. A deferred tax asset has been recorded accordingly.

We also have federal research and development tax credit carryforwards of approximately $4.2 million that expire beginning in 2043 and state research and development tax credit carryforwards of approximately $1.8 million which can be carried forward indefinitely.

The future utilization of net operating loss and tax credit carryforwards and credits may be subject to an annual limitation, due to Dutch and US tax law and as a result of ownership changes that may have occurred previously or that could occur in the future. Due to the existence of the valuation allowance, limitations will not impact our effective tax rate.

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. As of December 31, 2025 we have not identified any unrecognized tax benefits that should be recorded.

We have elected to include interest and penalties as a component of tax expense. During the years ended December 31, 2025, 2024 and 2023, we did not recognize accrued interest and penalties related to unrecognized tax benefits. Although the timing and outcome of an income tax audit is highly uncertain, we do not anticipate that the amount of existing unrecognized tax benefits will significantly change during the next 12 months.

With an effective date of November 21, 2022, NewAmsterdam Pharma Company N.V. formed a fiscal unity with NewAmsterdam Pharma Holding B.V. and NewAmsterdam Pharma B.V. for corporate income tax purposes. A company and its subsidiaries that are part of the fiscal unity are jointly and severally liable for the tax payable by the fiscal unity.

We are subject to taxation in the United States, the Netherlands and various state jurisdictions. As of December 31, 2025, the tax years for 2022, 2023 and 2024 are subject to examination by the tax authorities in the United States and the tax years for 2023 and 2024 are subject to examination by the tax authorities in the Netherlands. Due to our net operating loss and tax credit carryforwards, the income tax returns remain open to U.S. federal and state tax examinations. The Company is not currently under examination in any tax jurisdiction.

Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 26, 2025
2023Feb 28, 2024

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.