Tectonic Therapeutic, Inc. Income Taxes Disclosure
13. INCOME TAXES
The components of net (loss) income before income tax expense are as follows:
|
Year Ended December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
||
Domestic |
$ |
(73,150 |
) |
|
$ |
(55,483 |
) |
Foreign |
|
229 |
|
|
|
(2,499 |
) |
Loss before income tax |
$ |
(72,921 |
) |
|
$ |
(57,982 |
) |
The components of the provision for income taxes are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Current expense (benefit): |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
45 |
|
|
|
— |
|
Foreign |
|
|
1,185 |
|
|
|
— |
|
Total current expense (benefit): |
|
|
1,230 |
|
|
|
— |
|
Deferred expense (benefit): |
|
|
|
|
|
|
||
Federal |
|
|
14,931 |
|
|
|
13,004 |
|
State |
|
|
4,127 |
|
|
|
3,181 |
|
Foreign |
|
|
(380 |
) |
|
|
741 |
|
Deferred tax benefit |
|
|
18,678 |
|
|
|
16,926 |
|
Less change in valuation allowance |
|
|
(18,678 |
) |
|
|
(16,926 |
) |
Total income tax expense (benefit) |
|
$ |
1,230 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
||
The reconciliation of the Company's statutory tax rate and effective tax rate is as follows:
|
Year Ended December 31, |
|
|||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pretax loss |
$ |
(72,921 |
) |
|
|
- |
|
|
$ |
(57,982 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Federal statutory income tax rate |
|
(15,313 |
) |
|
|
21.0 |
% |
|
|
(12,176 |
) |
|
|
21.0 |
% |
State and local income taxes, net of federal benefit(a) |
|
45 |
|
|
|
(0.1 |
)% |
|
|
- |
|
|
|
— |
% |
Foreign tax effects: |
|
|
|
|
|
|
|
|
|
|
|
||||
Australia-tax on sale of commercialization rights |
|
1,185 |
|
|
|
(1.6 |
)% |
|
|
693 |
|
|
|
(1.2 |
)% |
Australia-other |
|
(37 |
) |
|
|
0.1 |
% |
|
|
- |
|
|
|
— |
% |
Other foreign jurisdictions |
|
(12 |
) |
|
|
— |
% |
|
|
(168 |
) |
|
|
0.3 |
% |
Tax credits: |
|
|
|
|
|
|
|
|
|
|
|
||||
Federal R&D credit |
|
(1,418 |
) |
|
|
1.9 |
% |
|
|
(1,247 |
) |
|
|
2.2 |
% |
Change in valuation allowance |
|
14,931 |
|
|
|
(20.4 |
)% |
|
|
13,004 |
|
|
|
(22.5 |
)% |
Nontaxable or nondeductible items: |
|
|
|
|
|
|
|
|
|
|
|
||||
SAFE liability loss |
|
- |
|
|
|
— |
% |
|
|
968 |
|
|
|
(1.7 |
)% |
Equity-based compensation |
|
1,442 |
|
|
|
(2.0 |
)% |
|
|
(727 |
) |
|
|
1.3 |
% |
Other |
|
407 |
|
|
|
(0.6 |
)% |
|
|
(347 |
) |
|
|
0.6 |
% |
Effective income tax rate |
$ |
1,230 |
|
|
|
(1.7 |
)% |
|
$ |
- |
|
|
|
— |
% |
(a) State taxes in Massachusetts make up the majority (greater than 50 percent) of the tax effect in this category.
The components of the Company’s net deferred tax assets and liabilities are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets |
|
|
|
|
|
|
||
Net operating loss carryforward |
|
$ |
123,867 |
|
|
$ |
109,392 |
|
Research credits |
|
|
15,755 |
|
|
|
13,946 |
|
Accruals & other |
|
|
913 |
|
|
|
863 |
|
Capitalized research and development expenses |
|
|
43,829 |
|
|
|
40,742 |
|
Stock-based compensation |
|
|
1,750 |
|
|
|
2,112 |
|
Amortization |
|
|
3,167 |
|
|
|
3,555 |
|
Lease liability |
|
|
240 |
|
|
|
660 |
|
Total deferred tax assets |
|
|
189,521 |
|
|
|
171,270 |
|
Valuation allowance |
|
|
(188,891 |
) |
|
|
(170,177 |
) |
Net deferred tax assets |
|
$ |
630 |
|
|
$ |
1,093 |
|
Deferred tax liabilities |
|
|
|
|
|
|
||
Depreciation |
|
$ |
(394 |
) |
|
$ |
(485 |
) |
Right of use asset |
|
|
(236 |
) |
|
|
(608 |
) |
Total deferred tax liabilities |
|
|
(630 |
) |
|
|
(1,093 |
) |
Net deferred tax assets (liabilities) |
|
$ |
— |
|
|
$ |
— |
|
As of December 31, 2025, the Company had $453.3 million of U.S. federal net operating loss carryforwards, all of which have an unlimited carryforward period. As of December 31, 2025, the Company had $123.7 million of state net operating loss carryforwards, which begin to expire at various dates from 2038 through 2045. As of December 31, 2025, the Company had $8.0 million of foreign net operating loss carryforwards, which is comprised of $7.6 million in Australia that have an unlimited carryforward period and $0.4 million in Canada that begin to expire in 2044.
As of December 31, 2025, the Company had $11.9 million of U.S. federal research and development tax credits that begin to expire in 2039. As of December 31, 2025, the Company had $4.9 million of state research and development tax credits that begin to expire at various dates from 2034 through 2040.
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 $18.7 million as of December 31, 2025.
The future realization of the Company's net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S. Internal Revenue Code Section 382. Under Section 382, if a corporation undergoes an ownership change (as defined), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes.
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.
The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 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, Australia and Canada, which are the Company's major jurisdictions 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 2021.
The following summarizes the Company's income taxes paid (net of refunds received) for the years presented :
|
Year Ended December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Federal |
$ |
— |
|
|
$ |
— |
|
State |
|
45 |
|
|
|
— |
|
Foreign |
|
1,185 |
|
|
|
— |
|
Total income tax paid, net |
$ |
1,230 |
|
|
$ |
— |
|
|
|
|
|
|
|
||
The following summarizes the jurisdictions that exceeded 5% of the Company's total income taxes paid (net of refunds) for the years presented:
|
Year Ended December 31, |
||||
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
Australia |
$ |
1,185 |
|
|
* |
* Jurisdiction below the threshold for the period presented.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 23, 2023 | |
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.