Revolution Medicines, Inc. Income Taxes Disclosure
14. Income taxes
The Company’s income (loss) before provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consist of the following:
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Domestic |
|
$ |
(1,131,301 |
) |
|
$ |
(600,796 |
) |
|
$ |
(440,683 |
) |
International |
|
|
— |
|
|
|
(50 |
) |
|
|
792 |
|
Income (loss) before provision for income taxes |
|
$ |
(1,131,301 |
) |
|
$ |
(600,846 |
) |
|
$ |
(439,891 |
) |
The components of the provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consist of the following:
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Current: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
— |
|
|
|
27 |
|
|
|
112 |
|
Foreign |
|
|
— |
|
|
|
(42 |
) |
|
|
212 |
|
Total current |
|
|
— |
|
|
|
(15 |
) |
|
|
324 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
State |
|
|
— |
|
|
|
(721 |
) |
|
|
(3,865 |
) |
Foreign |
|
|
— |
|
|
|
(17 |
) |
|
|
17 |
|
Total deferred |
|
|
— |
|
|
|
(738 |
) |
|
|
(3,848 |
) |
Benefit for income taxes |
|
$ |
— |
|
|
$ |
(753 |
) |
|
$ |
(3,524 |
) |
The Company recorded no income tax expense or benefit for the year ended December 31, 2025. The Company recorded an income tax benefit of $0.8 million and $3.5 million for the years ended December 31, 2024 and 2023, respectively, for certain state taxes on the indefinite lived intangibles recorded as part of the Company’s acquisition of Warp Drive Bio in 2018. The Company has incurred net pre-tax losses in the United States for all periods presented. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases using tax rates expected to be in effect during the years in which the basis differences reverse.
On July 4, 2025, bill H.R. 1, commonly referred to as the "One Big Beautiful Bill Act" or "OBBBA," was signed into law, with certain provisions effective in 2025 and others in 2026. The OBBBA significantly revises U.S. corporate income tax laws by, among other things, restoring the option for immediate expense recognition for U.S.-based research and development expenditures and making permanent the ability to claim first-year bonus depreciation on qualified property. The Company was not materially impacted by OBBBA tax law changes of taxation of foreign operations. Pursuant to ASC 740, changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. The Company evaluated the impact of this Act on its annual consolidated financial statements and related disclosures and concluded that the Act does not have a material impact on its 2025 consolidated financial statements, as any impact was offset by a valuation allowance.
As further described in Note 2, Summary of Significant Accounting Policies, the Company has elected to prospectively adopt the guidance in ASU 2023-09. The following table is a reconciliation of the Company’s effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:
|
|
Year Ended December 31, 2025 |
|
|
|||||
(in thousands, except %) |
|
Amount $ |
|
|
Percent |
|
|
||
U.S. federal statutory income tax rate |
|
$ |
(237,573 |
) |
|
|
21.0 |
% |
|
State income tax rate, net of federal benefit (a) |
|
|
(852 |
) |
|
|
0.1 |
% |
|
Tax Credits: |
|
|
|
|
|
|
|
||
Research & development tax credits |
|
|
(58,103 |
) |
|
|
5.1 |
% |
|
Orphan drug tax credits |
|
|
(2,964 |
) |
|
|
0.3 |
% |
|
Nontaxable or nondeductible items |
|
|
1,252 |
|
|
|
-0.1 |
% |
|
Other adjustments |
|
|
8,592 |
|
|
|
-0.8 |
% |
|
Changes in valuation allowance |
|
|
284,264 |
|
|
|
-25.1 |
% |
|
Changes in unrecognized tax benefits |
|
|
5,384 |
|
|
|
-0.5 |
% |
|
Effective tax rate |
|
$ |
— |
|
|
|
0.0 |
% |
|
(a) The state that contributes to the majority of the state and local tax effect is California.
The following table is a reconciliation of the Company’s effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09:
|
|
Year Ended December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Federal statutory income tax rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
State income tax rate, net of federal benefit |
|
|
5.2 |
% |
|
|
-2.3 |
% |
Foreign rate differential |
|
|
0.0 |
% |
|
|
0.0 |
% |
Research tax credits |
|
|
4.7 |
% |
|
|
2.7 |
% |
Change in valuation allowance |
|
|
-31.1 |
% |
|
|
-19.8 |
% |
Permanent tax differences |
|
|
0.1 |
% |
|
|
0.1 |
% |
Stock based compensation |
|
|
-0.2 |
% |
|
|
-0.8 |
% |
Other |
|
|
0.4 |
% |
|
|
-0.1 |
% |
Benefit from income taxes |
|
|
0.1 |
% |
|
|
0.8 |
% |
Deferred income tax reflects 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. The categories that give rise to significant components of the deferred tax assets are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
435,594 |
|
|
$ |
226,501 |
|
Accruals and reserves |
|
|
20,286 |
|
|
|
9,951 |
|
Research and development credits |
|
|
132,161 |
|
|
|
66,001 |
|
Lease liability |
|
|
44,429 |
|
|
|
37,477 |
|
Stock-based compensation |
|
|
33,454 |
|
|
|
20,215 |
|
Capitalized research expenses |
|
|
240,220 |
|
|
|
247,725 |
|
Sale of future royalties |
|
|
75,152 |
|
|
|
— |
|
Other |
|
|
1,098 |
|
|
|
1,140 |
|
Gross deferred tax assets |
|
|
982,394 |
|
|
|
609,010 |
|
Less: valuation allowance |
|
|
(928,511 |
) |
|
|
(563,912 |
) |
Total deferred tax assets |
|
|
53,883 |
|
|
|
45,098 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Fixed assets and finite-lived intangible assets |
|
|
(3,911 |
) |
|
|
(12,671 |
) |
Indefinite-lived intangible assets |
|
|
(15,348 |
) |
|
|
(2,354 |
) |
Right-of-use asset |
|
|
(36,977 |
) |
|
|
(32,426 |
) |
Gross deferred tax liabilities |
|
|
(56,236 |
) |
|
|
(47,451 |
) |
Net deferred tax liability |
|
$ |
(2,353 |
) |
|
$ |
(2,353 |
) |
The realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Due to the lack of earnings history, the net deferred tax assets have been offset by a valuation allowance excluding certain indefinite lived intangibles. The valuation allowance increased by $364.6 million, $187.2 million, and $152.6 million during the years ended December 31, 2025, 2024, and 2023, respectively. The valuation allowance increased primarily due to additional net operating loss carryforward and research tax credits generated during the year.
The Company had federal and state net operating loss carryforwards deferred tax assets of $315.4 million and $120.1 million, respectively, as presented in the table above, as of December 31, 2025. The federal net operating loss carryforwards, if not utilized, will expire beginning in 2035, with the exception of $295.8 million in federal net operating loss carryforwards deferred tax asset, which can be carried forward indefinitely. State net operating loss carryforwards, if not utilized, will expire beginning in 2035.
The Company also had federal and state research and development credit carryforwards of $102.2 million and $27.4 million, respectively, as of December 31, 2025. The federal research credits will expire beginning in 2034 if not utilized and the state research credits will expire beginning in 2031, with the exception of $25.2 million in California research credits, which can be carried forward indefinitely.
Federal and state tax laws impose significant restrictions on the utilization of net operating loss carryforwards and other tax attributes in the event of a change in ownership of the Company, as defined by Internal Revenue Code Section 382 and 383 (Section 382 and 383). The Company's deferred tax assets have been reduced by the amount of net operating loss carryforwards and other tax attributes limited by Section 382 and 383 from ownership changes that have occurred in prior years. In addition, in the future the Company may experience ownership changes, which may limit the utilization of net operating loss carryforwards or other tax attributes.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Beginning balance |
|
$ |
206,200 |
|
|
$ |
191,407 |
|
|
$ |
7,602 |
|
Changes related to tax positions taken in the prior year |
|
|
(156,565 |
) |
|
|
3,226 |
|
|
|
155,178 |
|
Changes related to tax positions taken in the current year |
|
|
9,907 |
|
|
|
11,567 |
|
|
|
28,627 |
|
Ending balance |
|
$ |
59,542 |
|
|
$ |
206,200 |
|
|
$ |
191,407 |
|
The Company has unrecognized tax benefits of $51.1 million, $198.1 million, and $184.2 million as of December 31, 2025, 2024 and 2023 which would affect the effective tax rate if recognized; however, recognition would be in the form of a deferred tax attribute which would likely be offset by a valuation allowance. Based on the Company’s expectations of applicable 382 and 383 limitations as of December 31, 2025, the Company reduced the unrecognized tax benefits by $152.3 million related to acquired tax attributes as a part of the EQRx transaction, the reduction does not impact the Company’s deferred tax assets or effective tax rate. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company has recognized no interest or penalties related to uncertain tax positions for the periods presented.
Income tax returns are filed in the United States. The years remain open to examination by the domestic taxing jurisdictions to which the Company is subject on its net operating losses.
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.