Sana Biotechnology, Inc. Commitments Disclosure
10. Commitments and contingencies
Lease commitments
The Company’s lease portfolio primarily comprises operating leases for office, laboratory, and manufacturing space. These leases contain various rent abatement periods, after which they require monthly lease payments that may be subject to annual increases throughout the lease term. Certain leases include options to extend the term. The renewal option is considered in the remaining lease term for the lease only when the Company is reasonably certain it will renew the lease. Certain leases provide the Company with the right to make tenant improvements, including the addition of laboratory space or build-out of manufacturing capabilities, and include a lease incentive allowance.
In June 2022, the Company entered into a lease agreement for 79,565 square feet of office, laboratory, and manufacturing space located in Bothell, Washington. The initial term of the lease expires in February 2039, with the option to extend the lease for up to three additional five-year terms. The lease agreement also provides for up to $19.9 million for reimbursement of tenant improvements, as well as an additional $8.0 million loan for tenant improvements, available at the Company’s election (the Tenant Improvement Loan). The Company elected to receive the Tenant Improvement Loan in the second quarter of 2024 and is obligated to repay to the landlord monthly over the initial term of the lease with interest at a rate of 6.5% per year. As of December 31, 2025, $0.4 million was included in accrued expenses and other current liabilities and $7.0 million was included in other non-current liabilities. The Company is obligated to pay base rent of approximately $68.8 million over the initial term of the lease. In accordance with the lease agreement, the Company has obtained a letter of credit in the amount of $1.6 million.
In the second quarter of 2025, the Company recognized non-cash impairment losses for the operating lease ROU asset, construction in progress, and laboratory equipment for the Bothell facility, and for the operating lease ROU asset, leasehold improvements, and laboratory equipment for the Seattle facility. The Company also recognized additional non-cash impairment losses for other long-lived assets. Refer to Note 11, Impairment of long-lived assets for further information.
The following table contains additional information related to the Company’s operating leases:
Location |
|
Use |
|
Approximate |
|
Commencement Dates |
|
Expiration Dates |
Seattle, WA |
|
Office/Laboratory |
|
48,000 |
|
March 2019 to September 2020 |
|
December 2026 to April 2028 |
Cambridge, MA |
|
Office/Laboratory |
|
56,000 |
|
March 2019 to January 2020 |
|
June 2027 to February 2028 |
South San Francisco, CA |
|
Office/Laboratory |
|
99,000 |
|
December 2019 to April 2022 |
|
April 2030 |
Rochester, NY |
|
Office/Laboratory |
|
3,000 |
|
January 2022 |
|
January 2027 |
Bothell, WA |
|
Office/Laboratory/Manufacturing |
|
80,000 |
|
January 2023 |
|
January 2039 |
Throughout the term of each lease agreement, the Company is responsible for paying, in addition to base rent, certain operating costs, such as common area maintenance, taxes, utilities, and insurance. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred.
The following table summarizes the Company’s lease costs:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Operating lease cost |
|
$ |
25,024 |
|
|
$ |
18,540 |
|
|
$ |
27,277 |
|
Short-term lease cost |
|
|
3,576 |
|
|
|
4,669 |
|
|
|
- |
|
Variable lease cost |
|
|
8,442 |
|
|
|
8,505 |
|
|
|
7,527 |
|
Total lease cost |
|
$ |
37,042 |
|
|
$ |
31,714 |
|
|
$ |
34,804 |
|
As of December 31, 2025, the weighted-average remaining lease term was 7.2 years and the weighted-average IBR was 10.9%.
The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year to the present value of the operating lease liabilities as of December 31, 2025 (in thousands):
2026 |
|
$ |
22,473 |
|
2027 |
|
|
19,390 |
|
2028 |
|
|
14,698 |
|
2029 |
|
|
14,071 |
|
2030 |
|
|
7,758 |
|
2031 and thereafter |
|
|
40,942 |
|
Total undiscounted lease payments |
|
|
119,332 |
|
Less: imputed interest |
|
|
(40,470 |
) |
Present value of operating lease liabilities |
|
|
78,862 |
|
Less: current portion of operating lease liabilities |
|
$ |
(14,938 |
) |
Operating lease liabilities, net of current portion |
|
$ |
63,924 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 3, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 16, 2022 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.