Senti Biosciences Holdings, Inc.SNTI
Senti Biosciences Holdings, Inc. Leases Disclosure
Operating Leases
Lessee Accounting
The Company’s operating leases are for the corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”). The HQ lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years. The exercise of these renewal options is not recognized as part of the right-of-use assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain.
Lease costs are summarized as follows:
| Year Ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Operating lease cost | $ | 5,123 | $ | 5,236 | |||||||
Variable lease cost (1) | 1,028 | 1,040 | |||||||||
| Short-term lease cost | 22 | 34 | |||||||||
| Total lease cost | $ | 6,173 | $ | 6,310 | |||||||
(1)Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage.
Supplemental cash flow information related to the leases was as follows:
| Years Ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Operating cash flows from operating leases | $ | (7,478) | $ | (7,252) | |||||||
Weighted-average remaining lease terms and discount rates were as follows:
| December 31, 2025 | |||||
| Weighted-average remaining lease term (years) | 6.0 | ||||
| Weighted-average discount rate | 9.2 | % | |||
As of December 31, 2025, maturities of lease liabilities were as follows:
| (in thousands) | |||||
| 2026 | 7,712 | ||||
| 2027 | 5,769 | ||||
| 2028 | 4,855 | ||||
| 2029 | 5,000 | ||||
| 2030 | 5,150 | ||||
| Thereafter | 9,379 | ||||
| Total undiscounted lease payments | 37,865 | ||||
| Less imputed interest | (8,974) | ||||
| Total lease liabilities | $ | 28,891 | |||
Impairment of Long-lived Assets
During the year ended December 31, 2025, the Company identified impairment indicators related to the asset group associated with the GeneFab Sublease. GeneFab did not remit sublease payments in accordance with the contractual terms, resulting in an outstanding receivable balance. Accordingly, the Company performed a recoverability test under ASC 360, Property, Plant, and Equipment, comparing the estimated undiscounted future cash flows expected to be generated by the primary asset within the asset group to the carrying amount of the asset group.
As part of this analysis, new information obtained during the subsequent event period provided additional evidence relevant to the measurement of the cash flows associated with the asset group. Specifically, this was a result of the Lease Amendment and associated agreements entered into on March 17, 2026. Refer to Note 15. Subsequent Events for additional information of the Lease Amendment and associated agreements. As a result, the analysis indicated that the carrying amount was not recoverable as of December 31, 2025. The fair value of the primary asset within the asset group was then estimated using a discounted cash flow model, which incorporated expected future cash flows associated with the subleased spaces, reflecting assumptions regarding the timing and collectibility of sublease payments. This fair value measurement represents a non-recurring measurement and was classified as a Level 3 measurement within the fair value hierarchy under ASC 820, Fair Value Measurement, as it is based on significant unobservable inputs, including projected cash flows and the selected discount rate. The cash flows were discounted using a market participant discount rate commensurate with the risks inherent in those cash flows. As a result, the Company recognized an impairment charge of $5.1 million for the year ended December 31, 2025. The Company will continue to monitor GeneFab’s payment status, collectibility of sublease payments, and other relevant factors that could affect the recoverability of the underlying assets in future periods.
In the comparable prior-year period, the Company identified an impairment indicator related to the HQ lease as a result of entering into subleases for a portion of the headquarters premises. The Company compared the estimated undiscounted future cash flows to the carrying amount of the asset group, which included the right-of-use asset and related leasehold improvements allocable to the subleased space, and concluded that the carrying amount was not recoverable. The fair value of the asset group was then determined using a discounted cash-flow model that incorporated the expected net cash flows for the term of the sublease, including estimated residual cash flows, and an estimated borrowing rate of a market-participant subtenant. As a result, the Company recognized an impairment charge of $0.3 million during the year ended December 31, 2024.
Lessor Accounting
On August 27, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032. The facility supports the clinical manufacturing of the Company’s
chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease were approximately $44.1 million.
On June 12, 2024, the Company entered into a sublease with GeneFab for a portion of the Company’s HQ lease. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease were approximately $1.3 million.
During the three months ended September 30, 2025, the Company determined that collectibility of certain rent payments under its related-party sublease with GeneFab were no longer probable in accordance with ASC 842, Leases (“ASC 842”) and that the Company should recognize sublease income only to the extent of cash received. As a result, for the three months ended September 30, 2025, the Company reversed $3.3 million of previously recognized sublease income in accordance with ASC 842 and will recognize future lease income only as payments are received. As of December 31, 2025, based on the lease amendments mentioned in Note 15. Subsequent Events, the sublease income amounts were deemed probable and subsequently recognized. Refer to Note 15. Subsequent Events for additional information.
Alameda Lease Default
The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. In September 2025, the Company received a notice of default from the landlord of the Alameda lease, and the Company was in default for nonpayment of rent in the amount of approximately $0.4 million. As of December 31, 2025, the nonpayment of rent for the Alameda lease was approximately $1.7 million. As of December 31, 2025, the Alameda lease had not been terminated, and the Company continues to recognize the right-of-use asset and lease liability associated with the Alameda lease. Subsequent to year end, the default no longer exists as a result of the Lease Amendment entered into with the Landlord. Refer to Note 15. Subsequent Events.
BKPBIOTECH and JLSA2 Therapeutics Sublease
The Company subleased a portion of the Company’s HQ lease to BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. The subleases commenced in October 2024 and will expire on April 30, 2027. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease were approximately $1.4 million. The sublease contains customary events of default, representations, warranties and covenants. In March 2026, the sublease was amended to expand the premises leased by BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. within the Company’s headquarters, with the related increase in sublease rent effective April 2026. As a result, as of December 31, 2025, the Company’s future sublease payments are expected to be approximately $1.4 million.
As of December 31, 2025, maturities of the Company’s sublease payments were as follows:
| (in thousands) | |||||
| 2026 | $ | 5,680 | |||
| 2027 | 5,122 | ||||
| 2028 | 4,891 | ||||
| 2029 | 5,037 | ||||
| 2030 | 5,188 | ||||
| Thereafter | 8,070 | ||||
| Total undiscounted sublease payments | $ | 33,988 | |||
Subsequent to December 31, 2025, the Company entered into an amendment to its lease agreement for the Alameda facility, which reduced the leased premises and corresponding future lease payments. As a result, the Company’s future sublease payments are expected to be approximately $21.7 million. Refer to Note 15, Subsequent Events.
A summary of total sublease income was as follows:
| Years Ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Sublease income - base rent | $ | 4,550 | $ | 5,170 | |||||||
| Sublease income - variable | 1,703 | 1,438 | |||||||||
Total sublease income(1) | $ | 6,253 | $ | 6,608 | |||||||
(1)For the year ended December 31, 2025, $5.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $0.8 million was recorded in other income on the consolidated statement of operations. For the year ended year ended December 31, 2024, $6.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $0.2 million was recorded in other income on the consolidated statement of operations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
| 2023 | Mar 21, 2024 | |
| 2022 | Mar 22, 2023 | |
About Leases Disclosures
Lease disclosures under ASC 842 provide a comprehensive view of a company's leased asset portfolio, including the split between operating and finance leases, discount rates used to present-value future payments, and the maturity schedule of lease obligations. This section reveals a significant source of off-balance-sheet commitments that were largely hidden before the current standard.
Key signals: the weighted-average discount rate affects the size of recorded lease liabilities — a higher rate reduces the reported obligation, so compare the chosen rate against the company's incremental borrowing rate. The operating versus finance lease mix affects both EBITDA and operating income presentation. Watch the maturity table for concentration risk: large payment cliffs in specific years may create cash flow pressure. Variable lease payments excluded from the liability measurement represent real obligations that do not appear on the balance sheet. Compare total lease costs against prior-year operating lease expense to assess the true economic burden.