12.
Income Taxes

The components of net income (loss) before income tax expense are as follows (in thousands):

 

 

 

As of December 31,

 

 

 

2025

 

2024

 

Domestic

 

$

(80,141

)

$

(105,062

)

Foreign

 

 

(142,982

)

 

(153,684

)

Total

 

$

(223,123

)

$

(258,746

)

During the years ended December 31, 2025 and 2024, the Company did not record a provision for income taxes because it has incurred net operating losses and maintains a full valuation allowance against its deferred tax assets.

A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows (in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Pretax Income (Loss)

 

$

(223,123

)

 

 

 

 

$

(258,746

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Federal Statutory Tax Rate

 

 

(46,856

)

 

 

21.0

%

 

 

(54,337

)

 

 

21.0

%

State and Local Income Taxes, net of Federal benefit

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Foreign Tax Effects:

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Losses with no benefit

 

 

30,026

 

 

 

(13.5

%)

 

 

32,273

 

 

 

(12.5

%)

Effect of Changes in Tax Laws or Rates

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Effect of Cross-Border Tax Laws

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Tax Credits:

 

 

 

 

 

 

 

 

 

 

 

 

R&D Credits

 

 

(523

)

 

 

0.2

%

 

 

(425

)

 

 

0.2

%

Change in valuation allowance

 

 

6,603

 

 

 

(2.9

%)

 

 

21,325

 

 

 

(8.2

%)

Nontaxable or Nondeductible Items:

 

 

 

 

 

 

 

 

 

 

 

 

Stock Compensation

 

 

8,765

 

 

 

(3.9

%)

 

 

4,237

 

 

 

(1.7

%)

Other

 

 

1,985

 

 

 

(0.9

%)

 

 

(3,073

)

 

 

1.2

%

Changes in Unrecognized Tax Benefits

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Other Adjustments

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

 

 

 

0.0

%

 

$

 

 

 

0.0

%

The components of the Company's deferred tax assets and liabilities are as follows (in thousands):

 

 

 

As of December 31,

 

 

 

2025

 

2024

 

Deferred income tax assets (liabilities)

 

 

 

 

 

R&D credits

 

$

21,932

 

$

21,410

 

Net operating losses and credit carryforwards

 

 

78,744

 

 

67,591

 

Capitalized research and development costs

 

 

9,515

 

 

14,787

 

Stock-based compensation

 

 

24,977

 

 

29,041

 

Warrants

 

 

8,126

 

 

8,713

 

Intangible assets

 

 

(5,313

)

 

(5,697

)

Other

 

 

(5,957

)

 

(7,829

)

Valuation allowance

 

 

(133,085

)

 

(129,077

)

Net deferred income tax asset (liability)

 

$

(1,061

)

$

(1,061

)

As of December 31, 2025, the Company had $356.5 million of federal net operating loss (“NOL”) carryforwards, which includes $12 thousand that begin to expire in 2034 and $356.5 million that have an unlimited carryforward period. As of December 31, 2025, the Company had $78.9 million of state NOL carryforwards, which includes $77.7 million that begin to expire at various dates from 2032 through 2045 and $1.2 million that have an unlimited carryforward period.

As of December 31, 2025, the Company had $21.9 million of U.S. federal research and development tax credits that begin to expire in 2038.

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company increased its valuation allowance by $4.0 million as of December 31, 2025.

The Company does not provide for U.S. Federal, state, and applicable foreign income and withholding taxes on the financial reporting basis over the tax basis of its foreign subsidiary investment because the Company has the intentions and ability to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. As a result, deferred taxes have not been recorded for the outside basis differences in its foreign subsidiary as of December 31, 2025 to the extent such differences are expected to result in future taxable income upon repatriation. The Company reviews its ability and intentions to indefinitely reinvest its foreign earnings at each balance sheet.

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company became a “loss corporation” as defined in Section 382. The Company experienced multiple ownership changes occurring in 2005, 2007, 2015, and 2018. The ownership change has and will continue to subject our pre-ownership change net operating loss carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. As a result of the merger on January 4, 2018, the Company is limited to an approximate $1.7 million annual limitation on our ability to utilize the NOL’s and R&D Credits prior to the ownership change. Due to this limitation, approximately $91.2 million of the $127.1 million pre-merger Federal NOL will expire unutilized as the cumulative limitation amount over a 20-year carryforward period is $35.8 million. Additionally, $4.9 million of Federal R&D Credits will expire unutilized. As a result, the Company has reduced its deferred tax assets related to the Federal NOL and Federal R&D Credits by an aggregate of $4.9 million which is offset by the corresponding decrease in the valuation allowance. In conjunction with the Renovacor Acquisition, Rocket acquired Renovacor’s federal NOL’s of $46.4 million. The Company has completed a study to assess whether an ownership change has occurred as a result of the transaction. The Company experienced ownership changes occurring in 2021 and 2022. As a result of the ownership changes, the Company is limited on our ability to utilize our Renovacor NOL’s . As a result of the Company’s study, any limitation under IRC Sec. 382 would not result in NOLs expiring unused.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10, Income Taxes, and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal, state, and foreign jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits.

The Company files income tax returns in the US where it is subject to tax examination by local tax authorities. The Company is not currently under examination for income taxes, and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period. The statute of limitations for the Company has expired for tax years prior to 2022.

As of December 31, 2025, the Company has not recorded an unrecognized tax benefit liability. As of December 31, 2025, the Company has also not recorded any accrued interest or penalties.

For the year ended December 31, 2025 there were no income taxes paid (net of refunds received). The Company did not pay income taxes, net of refunds, during the year ended December 31, 2025. As no income taxes were paid, disaggregation by federal, state, or foreign jurisdiction was not applicable for the period presented.

As of December 31, 2024, no accrued interest of penalties were included on the related tax liability line in the Consolidated Balance Sheets.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 27, 2024
2022Feb 28, 2023
2021Feb 28, 2022
2020Mar 1, 2021
2019Mar 6, 2020
2018Mar 8, 2019
2017Mar 7, 2018
2016Mar 16, 2017
2015Mar 23, 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.