UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number: 001-38957

ADAPTIVE BIOTECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington	27-0907024
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)
1165 Eastlake Avenue East<br><br>Seattle, Washington	98109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206)

659-0067

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ADPT	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 152,665,188 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

Adaptive Biotechnologies Corporation

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this report other than statements of historical fact are forward-looking statements, which include but are not limited to, statements about:

• our ability to leverage and extend our immune medicine platform to discover, develop and commercialize our products and services, including further commercialization and development of products and services related to our Minimal Residual Disease (“MRD”) and Immune Medicine business areas, particularly in light of the novelty of immune medicine and our methods;
• our ability to achieve and maintain commercial market acceptance of our current products and services, including coverage and reimbursement decisions related to clonoSEQ, as well as our ability to achieve market acceptance for any additional products and services beyond our current portfolio, if developed;
• our ability to realize payments, such as milestone fees, based on our customers' use of our data in connection with their achievement of research or regulatory goals relating to their own products;
• our ability to understand the T-cell mediated response across different indications and develop products leveraging our TCR-antigen binding data; and
• our expected reliance on collaborators and other third parties for development, clinical testing and regulatory approval of current products in new indications and potential product candidates, which may fail at any time due to a number of possible unforeseen events.

The forward-looking statements in this report also include statements regarding our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in other documents we file with the Securities and Exchange Commission (the “SEC”) from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this report represent our views as of the date of this report.

We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

Unless otherwise stated or the context otherwise indicates, references to “we,” “us,” “our” and similar references refer to Adaptive Biotechnologies Corporation.

Adaptive Biotechnologies Corporation

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

			December 31, 2024
Assets
Current assets
Cash and cash equivalents	55,034		$	47,920
Short-term marketable securities (amortized cost of 157,524 and 174,186, respectively)	157,735			174,374
Accounts receivable, net	44,821			41,731
Inventory, net	9,933			8,440
Prepaid expenses and other current assets	13,912			11,287
Total current assets	281,435			283,752
Long-term assets
Property and equipment, net	37,498			48,616
Operating lease right-of-use assets	41,988			45,767
Long-term marketable securities (amortized cost of 4,037 and 33,682, respectively)	4,037			33,660
Restricted cash	2,689			2,897
Intangible assets, net	2,155			3,425
Goodwill	118,972			118,972
Other assets	1,836			2,287
Total assets	490,610		$	539,376
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	10,267		$	7,265
Accrued liabilities	7,205			8,157
Accrued compensation and benefits	12,681			15,838
Current portion of operating lease liabilities	9,442			10,239
Current portion of deferred revenue	41,337			55,689
Current portion of revenue interest liability, net	2,429			865
Total current liabilities	83,361			98,053
Long-term liabilities
Operating lease liabilities, less current portion	72,361			79,148
Deferred revenue, less current portion	1,206			27,256
Revenue interest liability, net, less current portion	129,409			132,414
Other long-term liabilities	20			20
Total liabilities	286,357			336,891
Commitments and contingencies (Note 9)
Shareholders’ equity
Preferred stock: 0.0001 par value, 10,000,000 shares authorized at September 30, 2025 and December 31, 2024; no shares issued and outstanding at September 30, 2025 and December 31, 2024	—			—
Common stock: 0.0001 par value, 340,000,000 shares authorized at September 30, 2025 and December 31, 2024; 152,581,042 and 147,773,744 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	15			14
Additional paid-in capital	1,553,953			1,506,353
Accumulated other comprehensive gain	211			166
Accumulated deficit	(1,349,744	)		(1,303,824	)
Total Adaptive Biotechnologies Corporation shareholders’ equity	204,435			202,709
Noncontrolling interest	(182	)		(224	)
Total shareholders’ equity	204,253			202,485
Total liabilities and shareholders’ equity	490,610		$	539,376

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	93,973		$	46,435		$	205,295		$	131,498
Operating expenses
Cost of revenue		18,157			16,667			53,135			54,035
Research and development		23,669			24,163			72,006			79,761
Sales and marketing		23,470			20,551			70,090			63,184
General and administrative		17,959			17,258			53,144			54,750
Amortization of intangible assets		428			428			1,270			1,275
Impairment of long-lived assets		—			—			—			7,205
Total operating expenses		83,683			79,067			249,645			260,210
Income (loss) from operations		10,290			(32,632	)		(44,350	)		(128,712	)
Interest and other income, net		2,226			3,474			7,296			11,462
Interest expense		(2,971	)		(2,939	)		(8,824	)		(8,628	)
Net income (loss)		9,545			(32,097	)		(45,878	)		(125,878	)
Add: Net loss (income) attributable to noncontrolling interest		1			26			(42	)		78
Net income (loss) attributable to Adaptive Biotechnologies Corporation	$	9,546		$	(32,071	)	$	(45,920	)	$	(125,800	)
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted	$	0.06		$	(0.22	)	$	(0.30	)	$	(0.86	)
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders
Basic		152,432,307			147,516,398			151,248,398			146,908,234
Diluted		163,162,107			147,516,398			151,248,398			146,908,234

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025			2024
Net income (loss)	$	9,545	$	(32,097	)	$	(45,878	)	$	(125,878	)
Other comprehensive income
Change in unrealized gains and losses on investments		138		679			45			282
Comprehensive income (loss)		9,683		(31,418	)		(45,833	)		(125,596	)
Add: Comprehensive loss (income) attributable to noncontrolling interest		1		26			(42	)		78
Comprehensive income (loss) attributable to Adaptive Biotechnologies Corporation	$	9,684	$	(31,392	)	$	(45,875	)	$	(125,518	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)

	Common Stock				Additional		Accumulated Other			Accumulated			Noncontrolling			Total
	Shares		Amount		Paid-In Capital		Comprehensive (Loss) Gain			Deficit			Interest			Shareholders’ Equity
Balance at June 30, 2024		147,462,201	$	14	$	1,479,832	$	(182	)	$	(1,238,061	)	$	(173	)	$	241,430
Issuance of common stock for cash upon exercise of stock options		20,000		—		40		—			—			—			40
Vesting of restricted stock units		79,385		—		—		—			—			—			—
Share-based compensation expense		—		—		13,522		—			—			—			13,522
Other comprehensive income		—		—		—		679			—			—			679
Net loss		—		—		—		—			(32,071	)		(26	)		(32,097	)
Balance at September 30, 2024		147,561,586	$	14	$	1,493,394	$	497		$	(1,270,132	)	$	(199	)	$	223,574
Balance at June 30, 2025		152,234,772	$	15	$	1,538,919	$	73		$	(1,359,290	)	$	(181	)	$	179,536
Issuance of common stock for cash upon exercise of stock options		273,428		—		1,777		—			—			—			1,777
Vesting of restricted stock units		72,842		—		—		—			—			—			—
Share-based compensation expense		—		—		13,257		—			—			—			13,257
Other comprehensive income		—		—		—		138			—			—			138
Net income (loss)		—		—		—		—			9,546			(1	)		9,545
Balance at September 30, 2025		152,581,042	$	15	$	1,553,953	$	211		$	(1,349,744	)	$	(182	)	$	204,253

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Condensed Consolidated Statements of Shareholders’ Equity (Continued)

(in thousands, except share amounts)

(unaudited)

	Common Stock				Additional		Accumulated Other		Accumulated			Noncontrolling			Total
	Shares		Amount		Paid-In Capital		Comprehensive Gain		Deficit			Interest			Shareholders’ Equity
Balance at December 31, 2023		145,082,271	$	14	$	1,452,502	$	215	$	(1,144,332	)	$	(121	)	$	308,278
Issuance of common stock for cash upon exercise of stock options		65,900		—		114		—		—			—			114
Vesting of restricted stock units, net		2,413,415		—		—		—		—			—			—
Share-based compensation expense		—		—		40,778		—		—			—			40,778
Other comprehensive income		—		—		—		282		—			—			282
Net loss		—		—		—		—		(125,800	)		(78	)		(125,878	)
Balance at September 30, 2024		147,561,586	$	14	$	1,493,394	$	497	$	(1,270,132	)	$	(199	)	$	223,574
Balance at December 31, 2024		147,773,744	$	14	$	1,506,353	$	166	$	(1,303,824	)	$	(224	)	$	202,485
Issuance of common stock for cash upon exercise of stock options		1,394,132		1		8,837		—		—			—			8,838
Vesting of restricted stock units and market-based restricted stock units		3,413,166		—		—		—		—			—			—
Share-based compensation expense		—		—		38,763		—		—			—			38,763
Other comprehensive income		—		—		—		45		—			—			45
Net (loss) income		—		—		—		—		(45,920	)		42			(45,878	)
Balance at September 30, 2025		152,581,042	$	15	$	1,553,953	$	211	$	(1,349,744	)	$	(182	)	$	204,253

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2025			2024
Operating activities
Net loss	$	(45,878	)	$	(125,878	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		12,368			13,533
Noncash lease expense		3,992			3,985
Share-based compensation expense		38,763			40,778
Intangible assets amortization		1,270			1,275
Investment amortization		(2,224	)		(6,750	)
Impairment of long-lived assets		—			7,205
Inventory reserve		(52	)		1,446
Noncash interest expense		(1,441	)		2,039
Other		477			153
Changes in operating assets and liabilities
Accounts receivable, net		(3,102	)		(2,845	)
Inventory		(988	)		1,990
Prepaid expenses and other current assets		(2,532	)		(877	)
Accounts payable and accrued liabilities		(500	)		(3,593	)
Operating lease right-of-use assets and liabilities		(7,797	)		(6,418	)
Deferred revenue		(40,402	)		(8,786	)
Other		5			22
Net cash used in operating activities		(48,041	)		(82,721	)
Investing activities
Purchases of property and equipment		(2,323	)		(3,584	)
Purchases of marketable securities		(134,983	)		(199,458	)
Proceeds from maturities of marketable securities		183,508			258,715
Net cash provided by investing activities		46,202			55,673
Financing activities
Proceeds from exercise of stock options		8,745			114
Net cash provided by financing activities		8,745			114
Net increase (decrease) in cash, cash equivalents and restricted cash		6,906			(26,934	)
Cash, cash equivalents and restricted cash at beginning of year		50,817			67,996
Cash, cash equivalents and restricted cash at end of period	$	57,723		$	41,062
Noncash investing activities
Purchases of equipment included in accounts payable and accrued liabilities	$	668		$	29
Supplemental disclosure of cash flow information
Cash paid for interest	$	7,939		$	6,542

The accompanying notes are an integral part of these condensed consolidated financial statements.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

Adaptive Biotechnologies Corporation (“we,” “us” or “our”) is a commercial-stage company advancing the field of immune medicine by harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our immune medicine platform applies our proprietary technologies to read the diverse genetic code of a patient’s immune system and understand precisely how the immune system detects and treats disease in that patient. We capture these insights in our dynamic clinical immunomics database and related antigen annotations, which are underpinned by computational biology and machine learning, and use them to develop and commercialize clinical products and services that can be tailored to the needs of individual patients.

We were incorporated in the State of Washington on September 8, 2009 under the name Adaptive TCR Corporation. On December 21, 2011, we changed our name to Adaptive Biotechnologies Corporation. We are headquartered in Seattle, Washington.

2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Adaptive Biotechnologies Corporation, Adaptive Biotechnologies B.V., our wholly-owned subsidiary, and Digital Biotechnologies, Inc., a subsidiary in which we have 70% ownership interest. The remaining interest in Digital Biotechnologies, Inc., held by certain of our related parties and their related family trusts, are shown in the unaudited condensed consolidated financial statements as noncontrolling interest. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimates of progress to date for certain performance obligations and the transaction price for certain contracts with customers, share-based compensation, imputing interest for our revenue interest purchase agreement (the “Purchase Agreement”), the provision for income taxes, including related reserves, the analysis of goodwill impairment and the recoverability and impairment of long-lived assets, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.

Unaudited Interim Condensed Consolidated Financial Statements

In our opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state our financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments were of a normal, recurring nature. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025.

Restricted Cash

We had a restricted cash balance of $2.7 million and $2.9 million as of September 30, 2025 and December 31, 2024, respectively. Our restricted cash primarily relates to certain balances we are required to maintain under lease arrangements for some of our facility leases.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

Revenue Recognition

For all revenue-generating contracts, we perform the following steps to determine the amount of revenue to be recognized: (1) identify the contract or contracts; (2) determine whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (3) measure the transaction price, including the constraint on variable consideration; (4) allocate the transaction price to the performance obligations based on estimated selling prices; and (5) recognize revenue when (or as) we satisfy each performance obligation.

We derive revenue by providing diagnostic and research services in our Minimal Residual Disease (“MRD”) and Immune Medicine business areas. Our MRD revenue consists of revenue generated from (1) providing our clonoSEQ report to clinical customers; (2) providing MRD sample testing services to biopharmaceutical customers and certain academic institutions, including investigator-led clinical trials; and (3) providing our clonoSEQ report or results to certain international laboratory sites through technology transfers. Our Immune Medicine revenue consists of revenue generated from (1) providing sample testing services for our commercial research product, Adaptive Immunosequencing, to biopharmaceutical customers and academic institutions; and (2) our former collaboration with Genentech, Inc. (“Genentech”) under the worldwide collaboration and license agreement with Genentech (the “Genentech Agreement”).

For agreements where we provide our clonoSEQ report to ordering physicians, we have identified one performance obligation: the delivery of a clonoSEQ report. We bill and receive payments for these transactions from commercial, government and medical institution payors. As payment from the respective payors may vary based on the various reimbursement rates and patient responsibilities, we consider the transaction price to be variable and record an estimate of the transaction price, subject to the constraint for variable consideration, as revenue at the time of delivery. The estimate of transaction price is based on historical and expected reimbursement rates with the various payors, which are monitored in subsequent periods and adjusted, as necessary, based on actual collection experience.

Regarding our clonoSEQ coverage under Medicare, we bill an episode of treatment when we deliver the first eligible test report. This billing contemplates all necessary tests required during a patient’s treatment cycle, which is currently estimated at approximately four tests per patient, including the initial sequence identification test. Revenue recognition commences at the time the initial billable test report is delivered and is based upon cumulative tests delivered to date. We estimate the number of tests we expect to deliver over a patient’s treatment cycle based on historical testing frequencies for patients by indication. These estimates are subject to change as we develop more information about utilization over time. Any unrecognized revenue from the initial billable test is recorded as deferred revenue and is recognized either as we deliver our estimate of the remaining tests in a patient’s treatment cycle or when the likelihood becomes remote that a patient will receive additional testing. In certain cases, we continue to provide services and incur costs for patients who exceed our number of estimated tests.

The contract transaction price for agreements we enter into with biopharmaceutical customers to further develop and commercialize their therapeutics may consist of a combination of non-refundable upfront fees, separately priced MRD testing fees and milestone fees earned upon our customers’ achievement of certain regulatory approvals. Depending on the contract, these agreements include single or multiple performance obligations. Such performance obligations include providing services to support our customers’ therapeutic development efforts, including regulatory support where our technology is intended to be utilized as part of our customers’ registrational trials, developing analytical plans for our data, participating on joint committees, assisting in completing a regulatory submission and providing MRD testing services related to customer-provided samples for our customers' regulatory submissions. Generally, the support services, excluding MRD testing services, are not distinct within the context of the contract and thus are accounted for as a single performance obligation. The transaction price allocated to the respective performance obligations is estimated using an adjusted market assessment approach for the regulatory support services and a standalone selling price for the estimated MRD testing services. When MRD sample testing services are separately priced customer options, we assess if a material right exists and, if not, the customer option to purchase additional MRD sample testing services is not considered part of the contract. We recognize revenue related to MRD testing services over time using an output method based on the proportion of sample results delivered relative to the total amount of sample results expected to be delivered, when expected to be a faithful depiction of progress. We use the same method to recognize the regulatory support services. When an output method based on the proportion of sample results delivered is not expected to be a faithful depiction of progress, we utilize an input method using a cost-based model based on estimates of effort completed. Selecting the measure of progress and estimating progress to date requires significant judgment. Except for any non-refundable upfront fees, the other forms of compensation represent variable consideration. At contract inception, we fully constrain any consideration related to regulatory milestones, as the achievement of such milestones is subject to third-party regulatory approval and the customers’ own submission decision-making. Variable consideration related to regulatory milestones is estimated using the most likely amount method, where variable consideration is constrained until it is probable that a significant reversal of cumulative revenue will not occur. Milestone payments for regulatory approvals, which are not within our customers’ control, are not considered probable of being achieved until those approvals are received. Determining whether regulatory milestone payments are probable is an area that requires significant judgment. In making this assessment, we evaluate scientific, clinical, regulatory and other risks, as well as the level of effort and investment required to achieve the respective milestone.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

For research customers who utilize either our MRD or Adaptive Immunosequencing services, contracts typically include an amount billed in advance of services (“upfront”) and subsequent billings as sample results are delivered to the customer. Upfront amounts received are recorded as deferred revenue, which we recognize as revenue upon satisfaction of performance obligations. We have identified two typical performance obligations under the terms of our research service contracts: (1) the delivery of our MRD data or Adaptive Immunosequencing for customer provided samples; and (2) related data analysis. We recognize revenue for both identified performance obligations as sample results are delivered to the customer. In periods where our sample estimates are reduced or a customer project is cancelled and, in either case, we have remaining related deferred revenue, we recognize revenue using a cumulative catch-up approach based on the proportion of samples delivered to date relative to the total samples expected to be delivered.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily intends to enhance the rate reconciliation and income taxes paid disclosures. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the guidance is to be applied prospectively; retrospective application is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which intends to improve financial reporting by requiring disclosure of additional information about specific expense categories. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the guidance is to be applied prospectively and may be applied retrospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

3. Revenue

We disaggregate our revenue from contracts with customers by business area and type of arrangement, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

The following table presents our disaggregated revenue for the periods presented (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
MRD revenue
Service revenue	$	50,288	$	32,470	$	133,947	$	92,880
Regulatory milestone revenue		6,500		5,000		16,500		12,500
Total MRD revenue		56,788		37,470		150,447		105,380
Immune Medicine revenue
Service revenue		3,443		5,453		13,566		16,160
Collaboration revenue(1)		33,742		3,512		41,282		9,958
Total Immune Medicine revenue		37,185		8,965		54,848		26,118
Total revenue	$	93,973	$	46,435	$	205,295	$	131,498

(1) On August 13, 2025, the Genentech Agreement was terminated, with termination effective February 9, 2026. See “Genentech Collaboration Agreement” below for more information regarding the resulting impact on revenue recognized during the three and nine months ended September 30, 2025.

During the three months ended September 30, 2025, we recognized $2.9 million in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and cancelled customer contracts. During the three months ended September 30, 2024, we recognized $1.5 million in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and $1.0 million in Immune Medicine service revenue related to cancelled customer contracts.

During the nine months ended September 30, 2025, we recognized $7.3 million in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and cancelled customer contracts. During the nine months ended September 30, 2024, we recognized $4.3 million in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and $1.1 million in Immune Medicine service revenue related to cancelled customer contracts.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

As of September 30, 2025, we could receive up to an additional $384.0 million in milestone payments in future periods if certain regulatory approvals are obtained by our customers’ therapeutics in connection with MRD data generated from our MRD product.

Genentech Collaboration Agreement

In December 2018, we entered into the Genentech Agreement to leverage our capability to develop cellular therapies in oncology. Subsequent to receipt of regulatory approval in January 2019, we received a non-refundable, upfront payment of $300.0 million in February 2019. We also received a $10.0 million milestone payment in 2023. Prior to receiving the termination notice, we may have been eligible to receive an additional $1.8 billion over time, including payments of up to $65.0 million upon the achievement of specified regulatory milestones, up to $300.0 million upon the achievement of specified development milestones and up to $1,430.0 million upon the achievement of specified commercial milestones. In addition, we were also separately able to receive tiered royalties at a rate ranging from the mid-single digits to the mid-teens on aggregate worldwide net sales of products arising from the strategic collaboration, subject to certain reductions, with aggregate minimum floors.

Under the Genentech Agreement, we were pursuing two product development pathways for novel T cell therapeutic products in which Genentech intended to use T cell receptors (“TCRs”) screened by our immune medicine platform to engineer and manufacture cellular medicines:

• Shared Products. If developed, the shared products will use “off-the-shelf” TCRs identified against cancer antigens shared among patients (“Shared Products”).
• Personalized Product. If developed, the personalized product will use patient-specific TCRs identified by real-time screening of TCRs against cancer antigens in each patient (“Personalized Product”).

Under the terms of the Genentech Agreement, we granted Genentech exclusive worldwide licenses to develop and commercialize TCR-based cellular therapies in the field of oncology, including licenses to existing shared antigen data packages. Additionally, Genentech had the right to determine which product candidates to further develop for commercialization purposes. We determined that this arrangement met the criteria set forth in Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), because both parties were active participants in the activity and were exposed to significant risks and rewards depending on the activity’s commercial failure or success. Because ASC 808 does not provide guidance on how to account for the activities under a collaborative arrangement, we applied the guidance in ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) to account for the activities related to the Genentech Agreement.

In applying ASC 606, we identified the following performance obligations at the inception of the agreement:

• License to utilize on an exclusive basis all TCR-specific platform intellectual property to develop and commercialize any licensed products in the field of oncology.
• License to utilize all data and information within each shared antigen data package and any other know-how disclosed by us to Genentech in oncology.
• License to utilize all private antigen TCR product data in connection with research and development activities in the field of use.
• License to existing shared antigen data packages.
• Research and development services for Shared Products development, including expansion of shared antigen data packages.
• Research and development services for private product development.
• Obligations to participate on various joint research, development and project committees.

We determined that none of the licenses, research and development services or obligations to participate on various committees were distinct within the context of the contract, given such rights and activities were highly interrelated and there was substantial additional research and development to further develop the licenses. We considered factors such as the stage of development of the respective existing antigen data packages, the subsequent development that would be required to both identify and submit a potential target for investigational new drug acceptance under both product pathways and the variability in research and development pathways given Genentech’s control of product commercialization. Specifically, under the Genentech Agreement, Genentech was not required to pursue development or commercialization activities pertaining to both product pathways and may have chosen to proceed with one or the other. Accordingly, we determined that all of the identified performance obligations were attributable to one general performance obligation, which was to further the development of our TCR-specific platform, including data packages, and continue to make our TCR identification process available to Genentech to pursue either product pathway.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

Separately, we had a responsibility to Genentech to enter into a supply and manufacturing agreement for patient-specific TCRs as it pertained to any Personalized Product therapeutic. We determined this was an option right of Genentech should they pursue commercialization of a Personalized Product therapy. Because of the uncertainty resulting from the early stage of development, the novel approach of our collaboration with Genentech and our rights to future commercial milestones and royalty payments, we determined that this option right was not a material right that should be accounted for at inception. As such, we determined to account for the supply and manufacturing agreement when and if entered into between the parties.

We determined the initial transaction price shall be made up of only the $300.0 million upfront, non-refundable payment, as all the then-potential regulatory and development milestone payments were probable of significant revenue reversal given their achievement was highly dependent on factors outside our control. As a result, these payments were fully constrained and were not included in the initial transaction price. In May 2023, one of the regulatory milestones was achieved, resulting in a $10.0 million addition to the transaction price, $7.7 million of which was recognized as revenue in the three months ended June 30, 2023, with the remainder included in deferred revenue to be recognized as revenue over the remaining research and development period. We continued to exclude the commercial milestones and potential royalties from the transaction price, as those items related predominantly to the license rights granted to Genentech and would be assessed when and if such events occur.

As there were potential substantive developments necessary, which Genentech may have been able to direct, we determined that we would apply a proportional performance model to recognize revenue for our performance obligation. We measured proportional performance using an input method based on costs incurred relative to the total estimated costs of research and development efforts to pursue both the Shared Products and Personalized Product pathways.

On August 13, 2025, the Genentech Agreement was terminated, with termination effective February 9, 2026. There are no penalties nor future consideration due between either party. The termination of the Genentech Agreement was accounted for as a contract modification under ASC 606. As there were no changes to the transaction price and no future development efforts on our part in connection with the periods subsequent to September 30, 2025, we recognized the remaining related deferred revenue. We are no longer eligible to receive additional milestone payments or tiered royalties.

We recognized $33.7 million and $3.5 million in Immune Medicine collaboration revenue during the three months ended September 30, 2025 and 2024, respectively, and $41.3 million and $10.0 million in Immune Medicine collaboration revenue during the nine months ended September 30, 2025 and 2024, respectively, related to the Genentech Agreement. Costs related to the Genentech Agreement are included in research and development expenses.

4. Deferred Revenue

There is no deferred revenue from the Genentech Agreement on the unaudited condensed consolidated balance sheet as of September 30, 2025. Deferred revenue from the Genentech Agreement represents $15.9 million and $25.4 million of the current and non-current deferred revenue balances, respectively, on the condensed consolidated balance sheet as of December 31, 2024.

We expect our current deferred revenue to be recognized as revenue within 12 months. We expect the majority of our non-current deferred revenue to be recognized as revenue over a period of approximately three years from September 30, 2025. This period of time represents an estimate of the ongoing sample testing for our customers' therapeutic development efforts.

Changes in deferred revenue during the nine months ended September 30, 2025 were as follows (in thousands):

Deferred revenue balance at December 31, 2024	$	82,945
Additions to deferred revenue during the period		46,659
Revenue recognized during the period		(87,061	)
Deferred revenue balance at September 30, 2025	$	42,543

As of September 30, 2025, $63.4 million was recognized as revenue that was included in the deferred revenue balance at December 31, 2024.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

5. Fair Value Measurements

The following tables set forth the fair values of financial assets as of September 30, 2025 and December 31, 2024 that were measured at fair value on a recurring basis (in thousands):

	September 30, 2025
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	27,892	$	—	$	—	$	27,892
Commercial paper		—		14,379		—		14,379
U.S. government treasury securities		—		128,017		—		128,017
Corporate bonds		—		29,347		—		29,347
Total financial assets	$	27,892	$	171,743	$	—	$	199,635
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	35,790	$	—	$	—	$	35,790
Commercial paper		—		2,479		—		2,479
U.S. government treasury securities		—		187,181		—		187,181
Corporate bonds		—		18,374		—		18,374
Total financial assets	$	35,790	$	208,034	$	—	$	243,824

Level 1 securities include highly liquid money market funds, for which we measure the fair value based on quoted prices in active markets for identical assets or liabilities. Level 2 securities consist of U.S. government treasury securities, corporate bonds and commercial paper, and are valued based on recent trades of securities in inactive markets or on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. Of the September 30, 2025 Level 2 commercial paper and U.S. government treasury securities balances, $7.0 million and $3.0 million, respectively, is recorded as cash and cash equivalents on our unaudited condensed consolidated balance sheet.

6. Investments

Available-for-sale investments consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

	September 30, 2025
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Short-term marketable securities
Commercial paper	$	7,394	$	3	$	—		$	7,397
U.S. government treasury securities		120,819		180		(8	)		120,991
Corporate bonds		29,311		38		(2	)		29,347
Total short-term marketable securities	$	157,524	$	221	$	(10	)	$	157,735
Long-term marketable securities
U.S. government treasury securities	$	4,037	$	—	$	—		$	4,037
Total long-term marketable securities	$	4,037	$	—	$	—		$	4,037
	December 31, 2024
---	---	---	---	---	---	---	---	---	---
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Short-term marketable securities
Commercial paper	$	2,476	$	3	$	—		$	2,479
U.S. government treasury securities		153,353		211		(43	)		153,521
Corporate bonds		18,357		19		(2	)		18,374
Total short-term marketable securities	$	174,186	$	233	$	(45	)	$	174,374
Long-term marketable securities
U.S. government treasury securities	$	33,682	$	27	$	(49	)	$	33,660
Total long-term marketable securities	$	33,682	$	27	$	(49	)	$	33,660

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

All the U.S. government treasury securities, corporate bonds and commercial paper designated as short-term marketable securities have an effective maturity date that is equal to or less than one year from the respective condensed consolidated balance sheet date. Those that are designated as long-term marketable securities have an effective maturity date that is more than one year from the respective condensed consolidated balance sheet date.

Accrued interest receivable is excluded from the amortized cost and estimated fair value of our marketable securities. Accrued interest receivable of $1.5 million and $1.3 million was presented separately within the prepaid expenses and other current assets balance on the unaudited condensed consolidated balance sheet as of September 30, 2025 and on the condensed consolidated balance sheet as of December 31, 2024, respectively.

The following table presents the gross unrealized holding losses and fair values for investments in an unrealized loss position, and the length of time individual securities have been in a continuous loss position, as of September 30, 2025 (in thousands):

	Less Than 12 Months					12 Months Or Greater
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. government treasury securities	$	16,969	$	(2	)	$	12,951	$	(6	)
Corporate bonds		7,812		(2	)		—		—
Total available-for-sale securities	$	24,781	$	(4	)	$	12,951	$	(6	)

We periodically review our available-for-sale securities to assess for credit impairment. Some of the factors considered in assessing impairment include the extent to which the fair value is less than the amortized cost basis, adverse conditions related to the security, an industry or geographic area, changes to security ratings or sector credit ratings and other relevant market data.

As of September 30, 2025, we did not intend, nor were we more likely than not to be required, to sell our available-for-sale investments before the recovery of their amortized cost basis, which may be maturity. Based on our assessment, we concluded all impairment as of September 30, 2025 to be due to factors other than credit loss, such as changes in interest rates. A credit allowance was not recognized and the impairment of our available-for-sale securities was recorded in other comprehensive loss.

7. Leases

We have operating lease agreements for laboratory, office and warehouse facilities in Seattle, Washington, South San Francisco, California and Bothell, Washington. During the three months ended June 30, 2024, we vacated certain leased space in South San Francisco, California and incurred a related impairment charge. See Note 12, Restructurings for more information. As of September 30, 2025, we were not party to any finance leases.

The following table reconciles our undiscounted operating lease cash flows to our operating lease liabilities, less current portion balance on the unaudited condensed consolidated balance sheet as of September 30, 2025 (in thousands):

2025 (excluding the nine months ended September 30, 2025)	$	3,575
2026		12,330
2027		11,944
2028		12,282
2029		12,630
Thereafter		44,332
Total undiscounted lease payments		97,093
Less: Imputed interest		(15,290	)
Total operating lease liabilities		81,803
Less: Current portion		(9,442	)
Operating lease liabilities, less current portion	$	72,361

During the nine months ended September 30, 2025 and 2024, cash paid for amounts included in the measurement of lease liabilities was $10.7 million and $9.7 million, respectively.

We have $2.1 million in letters of credit with one of our financial institutions in connection with certain of our leases.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

8. Revenue Interest Purchase Agreement

In September 2022, we entered into the Purchase Agreement with OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”), an affiliate of OrbiMed Advisors LLC, as collateral agent and administrative agent for the purchasers party thereto (the “Purchasers”). Pursuant to the Purchase Agreement, we received $125.0 million from the Purchasers at closing, less certain transaction expenses. We are also entitled to receive up to $125.0 million in subsequent installments as follows: (i) $75.0 million upon our request occurring no later than September 12, 2025 and (ii) $50.0 million upon our request in connection with certain permitted acquisitions occurring no later than September 12, 2025, in each case subject to certain funding conditions.

As consideration for such payments, the Purchasers have a right to receive certain revenue interests (the “Revenue Interests”) from us based on a percentage of all GAAP revenue. Payments in respect of the Revenue Interests shall be made quarterly within 45 days following the end of each fiscal quarter (each, a “Revenue Interest Payment”).

Accounting Treatment

We accounted for the transaction as debt recorded at amortized cost using the effective interest rate method.

To determine the amortization of the Purchase Agreement obligation, we are required to estimate the amount and timing of future Revenue Interest Payments based on our estimate of the timing and amount of future revenues and calculate an effective interest rate which will amortize the obligation to zero over the amortization period. The calculated effective interest rate as of September 30, 2025 was 8.8%.

In connection with the Purchase Agreement, we incurred debt issuance costs of $0.6 million. Debt issuance costs have been recorded to debt and are being amortized over the estimated term of the debt using the effective interest method.

The assumptions used in determining the expected repayment term of the obligation and amortization period of the issuance costs requires that we make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs will be amortized. We periodically assess the amount and timing of expected Revenue Interest Payments based on internal forecasts. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than our original estimates, we will prospectively adjust the amortization of the revenue interest liability and the issuance costs, as well as the effective interest rate.

The following table sets forth the revenue interest liability, net activity during the nine months ended September 30, 2025 (in thousands):

Revenue interest liability, net at December 31, 2024	$	133,279
Interest expense		2,905
Revenue interest payable		(2,623	)
Revenue interest liability, net at March 31, 2025		133,561
Interest expense		2,948
Revenue interest payable		(2,944	)
Revenue interest liability, net at June 30, 2025		133,565
Interest expense		2,971
Revenue interest payable		(4,698	)
Revenue interest liability, net at September 30, 2025	$	131,838

Revenue interest payable of $4.7 million and $2.4 million was included within the accounts payable balance on the unaudited condensed consolidated balance sheet as of September 30, 2025 and on the condensed consolidated balance sheet as of December 31, 2024, respectively.

9. Commitments and Contingencies

Legal Proceedings

We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We were not party to any material legal proceedings as of September 30, 2025.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

Indemnification Agreements

In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of our agreements with them or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with members of our board of directors and certain of our executive officers that will require us to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is, in many cases, unlimited. We have not incurred any material costs as a result of such indemnifications and are not currently aware of any indemnification claims.

10. Shareholders’ Equity

Common Stock

Our common stock has no preferences or privileges and is not redeemable. Holders of our common stock are entitled to one vote for each share of common stock held. The holders of record of outstanding shares of common stock shall be entitled to receive, when, as and if declared, out of funds legally available, such cash and other dividends as may be declared from time to time.

Our 2019 Equity Incentive Plan (the “2019 Plan”) provides for annual increases in the number of shares that may be issued under the 2019 Plan on January 1, 2020 and on each subsequent January 1, thereafter, by a number of shares equal to the lesser of (a) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.

Furthermore, our Employee Stock Purchase Plan (the “ESPP”) provides for annual increases in the number of shares available for issuance under our ESPP on January 1, 2020 and on each January 1, thereafter, by a number of shares equal to the smallest of (a) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.

Our board of directors determined not to increase the 2019 Plan and ESPP reserves in 2025.

As of September 30, 2025, we had reserved shares of common stock for the following:

Shares issuable upon the exercise of outstanding stock options granted	11,060,826
Shares issuable upon the vesting of outstanding restricted stock units and performance-based restricted stock units granted and the maximum outstanding market-based restricted stock units eligible to be earned	16,942,404
Shares available for future grant under the 2019 Equity Incentive Plan	11,509,047
Shares available for future grant under the Employee Stock Purchase Plan	5,686,170
Total shares of common stock reserved for future issuance	45,198,447

11. Equity Incentive Plans

2009 Equity Incentive Plan

We adopted an equity incentive plan in 2009 (the “2009 Plan”) that provided for the issuance of incentive and nonqualified common stock options and other share-based awards for employees, directors and consultants. Under the 2009 Plan, the exercise price for incentive and nonqualified stock options were not to be less than the fair market value of our common stock at the date of grant. Stock options granted under this plan expire no later than ten years from the grant date and vesting was established at the time of grant. Pursuant to the terms of the 2019 Plan, any shares subject to outstanding stock options originally granted under the 2009 Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof shall become available for issuance pursuant to awards granted under the 2019 Plan. While no shares are available for future grant under the 2009 Plan, it continues to govern outstanding equity awards granted thereunder.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

2019 Equity Incentive Plan

The 2019 Plan became effective immediately prior to the closing of our initial public offering in July 2019. The 2019 Plan provides for the issuance of awards in the form of stock options and other share-based awards for employees, directors and consultants. Under the 2019 Plan, the stock option exercise price per share shall not be less than the fair market value of a share of stock on the effective date of grant, as defined by the 2019 Plan, unless explicitly qualified under the provisions of Section 409A or Section 424(a) of the Internal Revenue Code of 1986. Additionally, unless otherwise specified, stock options granted under this plan expire no later than ten years from the grant date and vesting is established at the time of grant. Except for certain awards granted to non-employee directors, stock options and restricted stock units granted under the 2019 Plan generally vest over a four-year period, subject to continuous service through each applicable vesting date. As of September 30, 2025, we had 36,121,867 shares of common stock authorized for issuance under the 2019 Plan.

Changes in shares available for grant during the nine months ended September 30, 2025 were as follows:

	Shares Available for Grant
Shares available for grant at December 31, 2024		18,018,312
Stock options, restricted stock units and performance-based restricted stock units granted and the maximum market-based restricted stock units granted eligible to be earned		(8,079,016	)
Stock options, restricted stock units and market-based restricted stock units forfeited or expired		1,569,751
Shares available for grant at September 30, 2025		11,509,047

Stock Options

Stock option activity under the 2009 Plan and 2019 Plan during the nine months ended September 30, 2025 was as follows:

	Shares Subject to<br>Outstanding Stock Options			Weighted-Average Exercise<br>Price per Share		Aggregate Intrinsic Value<br>(in thousands)
Stock options outstanding at December 31, 2024		12,295,297		$	15.11
Stock options granted		759,724			8.12
Stock options forfeited		(204,587	)		8.79
Stock options expired		(395,476	)		22.59
Stock options exercised		(1,394,132	)		6.34
Stock options outstanding at September 30, 2025		11,060,826		$	15.58	$	53,639
Stock options vested and exercisable at September 30, 2025		9,337,881		$	16.99	$	41,434

The weighted-average remaining contractual life for stock options outstanding as of September 30, 2025 was

5.4

years. The weighted-average remaining contractual life for stock options vested and exercisable as of September 30, 2025 was

4.8

years.

Restricted Stock Units

Restricted stock unit activity under the 2019 Plan during the nine months ended September 30, 2025 was as follows:

	Restricted Stock Units<br>Outstanding			Weighted-Average Grant Date<br>Fair Value per Share
Nonvested restricted stock units outstanding at December 31, 2024		10,174,852		$	7.20
Restricted stock units granted	5,174,316				8.18
Restricted stock units forfeited		(722,571	)		7.57
Restricted stock units vested		(3,166,049	)		8.35
Nonvested restricted stock units outstanding at September 30, 2025		11,460,548		$	7.30

Performance-Based Restricted Stock Units

In addition to the restricted stock units described above, one of our executive officers was granted an award of 124,976 shares of performance-based restricted stock units during the nine months ended September 30, 2025. The shares will vest and be issued only if a certain financial metric is achieved for fiscal year 2025 and if the service conditions are met. If the performance condition is achieved, the shares will vest in three annual installments, subject to the grantee's continuous service through the respective vest dates.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

Market-Based Restricted Stock Units

Separate from the restricted stock units described above, certain of our executive officers have been granted awards of market-based restricted stock units. The number of shares of common stock that may be earned under the respective awards range from zero shares to a defined maximum number of shares and are calculated based on our total shareholder return during a three-year performance period as measured against that of the group of companies comprising the S&P Biotechnology Select Industry Index as of the grant date or other applicable date, subject to certain adjustments to such index group. Except as expressly provided in the terms of each award's agreement, vesting is subject to the respective grantee's continuous service through the end of the three-year performance period.

Market-based restricted stock unit activity under the 2019 Plan during the nine months ended September 30, 2025 was as follows:

	Maximum Market-Based Restricted<br>Stock Units Outstanding			Weighted-Average Grant Date<br>Fair Value per Share
Nonvested maximum market-based restricted stock units outstanding at December 31, 2024		3,831,114		$	10.80
Maximum market-based restricted stock units granted		2,020,000			13.50
Portion of maximum market-based restricted stock units that was not earned and vested at the end of the performance period, and therefore forfeited		(247,117	)		18.89
Market-based restricted stock units vested		(247,117	)		18.89
Nonvested maximum market-based restricted stock units outstanding at September 30, 2025		5,356,880		$	11.07

Grant Date Fair Value of Stock Options, Restricted Stock Units, Performance-Based Restricted Stock Units and Market-Based Restricted Stock Units Granted

The estimated grant date fair values of stock options granted during the nine months ended September 30, 2025 and 2024 were estimated using the Black-Scholes option-pricing model with the following assumptions:

	Nine Months Ended September 30,
	2025	2024
Fair value of common stock	$8.12	$3.99
Expected term (in years)	5.27 - 6.08	5.27 - 6.08
Risk-free interest rate	4.0% - 4.1%	4.2%
Expected volatility	74.2% - 74.7%	74.5% - 75.0%
Expected dividend yield	—	—

The determination of the grant date fair value of stock options granted using a Black-Scholes option-pricing model is affected by the fair value of our common stock, as well as assumptions regarding a number of variables that are subjective and generally require judgment to determine. The valuation assumptions were determined as follows:

Fair value of common stock—The fair value of each share of common stock is based on the closing price of our common stock on the date of grant, or other relevant determination date, as reported on The Nasdaq Global Select Market.

Expected term—The expected term of stock options granted to employees and non-employee directors is determined using the “simplified” method, as illustrated in ASC Topic 718, Compensation—Stock Compensation, as we do not have sufficient exercise history to determine a better estimate of expected term. Under this approach, the expected term is based on the midpoint between the vesting date and the end of the contractual term of the stock option.

Risk-free interest rate—We utilize a risk-free interest rate in the option valuation model based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the stock options.

Expected volatility—Expected volatility is based on a weighted average of our historical volatility and the historical volatility of our publicly traded industry peers utilizing a period of time consistent with our estimate of expected term.

Expected dividend yield—We do not anticipate paying any cash dividends in the foreseeable future and, therefore, use an expected dividend yield of zero in the option valuation model.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

The weighted-average grant date fair value per share of stock options granted during the nine months ended September 30, 2025 and 2024 was $5.50 and $2.70, respectively.

The grant date fair value of restricted stock units granted is based on the closing price of our common stock on the date of grant, or other relevant determination date, as reported on The Nasdaq Global Select Market. The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2025 and 2024 was $8.18 and $4.00, respectively.

The weighted-average grant date fair value per share of the performance-based restricted stock units granted during the nine months ended September 30, 2025 was $7.28 and was based on the closing price of our common stock on the date of grant, as reported on The Nasdaq Global Select market. Expense will be recognized ratably over the requisite service period only if achievement of the performance condition is deemed to be probable. Any compensation cost recognized will be reversed if achievement of the performance condition is deemed not probable or if the performance condition is not met. Probability of achievement will be assessed periodically. If the performance condition is met and the grantee ceases to provide continued service through any of the applicable vesting dates for reasons other than those expressly provided in the terms of the respective award, compensation cost recognized for unvested shares will be reversed in the period in which service ceased.

The weighted-average grant date fair value per share of the market-based restricted stock units granted during the nine months ended September 30, 2025 and 2024 was $13.50 and $6.49, respectively, and was determined using a Monte Carlo valuation model, which uses assumptions such as volatility, risk-free interest rate and dividend estimated for the respective performance periods. The aggregate share-based compensation expense of the market-based restricted stock units granted during the nine months ended September 30, 2025 and 2024 was $13.6 million and $7.2 million, respectively. Aggregate share-based compensation expense is calculated based on the target payout level of shares granted and is recognized on a straight-line basis over the respective grants' performance periods, which are also the requisite service periods. Attainment of each grant's respective market condition and the number of shares earned and vested does not impact the related share-based compensation expense recognized. Share-based compensation expense is reversed only if the respective grantee does not provide continuous service through the respective performance period for reasons other than those expressly provided in the terms of the respective award. The compensation cost related to stock options, restricted stock units and market-based restricted stock units for the three and nine months ended September 30, 2025 and 2024, respectively, are included on the unaudited condensed consolidated statements of operations as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	904	$	952	$	2,793	$	2,869
Research and development		4,323		4,217		12,657		13,071
Sales and marketing		3,407		3,131		10,059		9,321
General and administrative		4,623		5,222		13,254		15,517
Total share-based compensation expense	$	13,257	$	13,522	$	38,763	$	40,778

As of September 30, 2025, unrecognized share-based compensation expense and the remaining weighted-average recognition period were as follows:

	Unrecognized Share-Based<br>Compensation Expense<br>(in thousands)		Remaining Weighted-Average<br>Recognition Period<br>(in years)
Nonvested stock options	$	8,136		2.02
Nonvested restricted stock units		63,596		2.64
Nonvested market-based restricted stock units		15,367		2.05

12. Restructurings

During the three months ended March 31, 2024, we implemented a restructuring plan to better align our organization to our two operating segments: MRD and Immune Medicine. We incurred aggregate restructuring costs of $1.0 million, primarily related to one-time termination benefits and ongoing benefit arrangements, which were paid as of June 30, 2024.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

During the three months ended June 30, 2024, we implemented additional restructuring initiatives which impacted certain planned software enhancements and resulted in the consolidation of certain research and development workflows. The impacted software enhancements were primarily associated with our laboratory information management systems. As part of these restructurings, we had long-lived assets that were no longer being utilized and we vacated certain leased space in South San Francisco, California. As such, we assessed the related assets for impairment by first comparing their carrying amounts to the future net undiscounted cash flows projected to be generated over their remaining lease terms or depreciable lives, as applicable. The carrying amounts were all found to be unrecoverable, thus we assessed the fair values of the assets. The extent to which the carrying amounts of the assets exceeded their fair values represented the impairment costs to be recognized. As a result of our assessments, we recognized $7.2 million of impairment charges. Of the $7.2 million charges recognized, $1.1 million and $3.3 million related to the right-of-use asset and related long-lived assets (namely laboratory equipment and leasehold improvements), respectively, associated with certain of our leased space in South San Francisco, California. The remaining $2.8 million recognized related to the impairment of long-lived assets associated with our halted software enhancements. We also incurred an additional $0.7 million in restructuring costs primarily related to one-time termination benefits and ongoing benefit arrangements, all of which was paid as of September 30, 2024.

Additionally, we incurred aggregate restructuring costs of $0.2 million during the three months ended September 30, 2024, which primarily related to one-time termination benefits and ongoing benefit arrangements. These restructuring costs were not paid as of September 30, 2024.

In total, we recognized restructuring costs of $9.1 million during the nine months ended September 30, 2024. The activities related to these restructurings were completed as of December 31, 2024.

13. Net Income (Loss) Per Share Attributable to Adaptive Biotechnologies Corporation Common Shareholders

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to our common shareholders for the three and nine months ended September 30, 2025 and 2024, respectively (in thousands, except share and per share amounts):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025			2024
Net income (loss) attributable to Adaptive Biotechnologies Corporation	$	9,546	$	(32,071	)	$	(45,920	)	$	(125,800	)
Weighted-average shares outstanding - basic		152,432,307		147,516,398			151,248,398			146,908,234
Incremental shares attributable to share-based compensation plans		10,729,800		—			—			—
Weighted-average shares outstanding - diluted		163,162,107		147,516,398			151,248,398			146,908,234
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted	$	0.06	$	(0.22	)	$	(0.30	)	$	(0.86	)

The number of weighted-average common stock equivalents excluded from the calculation of diluted net income (loss) per share attributable to our common shareholders because of their anti-dilutive effect were 5.9 million and 26.9 million for the three months ended September 30, 2025 and 2024, respectively, and 28.0 million and 27.0 million for the nine months ended September 30, 2025 and 2024, respectively. These common stock equivalents are comprised of shares that may be issued under our stock option, restricted stock, market-based restricted stock and performance-based restricted stock programs.

14. Segment Information

There are no inter-segment revenues. See Note 3, Revenue for more information about each segment's revenue. Our chief operating decision maker (“CODM”) is not regularly provided and does not review assets to assess each segment's performance, make strategic decisions or allocate resources. As such, assets for reportable segments are not disclosed.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

The following tables set forth our segment information, including significant segment expenses that are (or are easily computable from) information regularly provided to our CODM, for the three and nine months ended September 30, 2025 and 2024, respectively (in thousands):

	Three Months Ended September 30, 2025							Three Months Ended September 30, 2024
	MRD		Immune Medicine		Total			MRD			Immune Medicine			Total
Revenue	$	56,788	$	37,185	$	93,973		$	37,470		$	8,965		$	46,435
Less:
Cost of revenue		17,303	*			17,303			14,956		*				14,956
Research and development		8,956		14,713		23,669			9,199			14,964			24,163
Sales and marketing		21,832	*			21,832			18,761		*				18,761
General and administrative		10,739	*			10,739			9,622		*				9,622
Other segment items(1)		—		4,935		4,935			—			5,725			5,725
Add back:
Items to reconcile net loss or net income to Adjusted EBITDA(2)		9,007		6,169		15,176			8,948			6,512			15,460
Adjusted EBITDA(2)		6,965		23,706		30,671			(6,120	)		(5,212	)		(11,332	)
Items to reconcile to consolidated net income (loss):
Share-based compensation expense(3)						(11,204	)								(11,111	)
Restructuring expense(4)						—									(193	)
Depreciation and amortization expense						(3,972	)								(4,156	)
Other unallocated items(5)						(5,950	)								(5,305	)
Net income (loss)					$	9,545								$	(32,097	)
*Non-significant segment expenses for Immune Medicine.
	Nine Months Ended September 30, 2025							Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	MRD		Immune Medicine		Total			MRD			Immune Medicine			Total
Revenue	$	150,447	$	54,848	$	205,295		$	105,380		$	26,118		$	131,498
Less:
Cost of revenue		49,723	*			49,723			47,740		*				47,740
Research and development		26,613		45,393		72,006			32,168			47,593			79,761
Sales and marketing		65,199	*			65,199			57,804		*				57,804
General and administrative		30,372	*			30,372			30,254		*				30,254
Other segment items(1)		—		15,754		15,754			2,819			23,070			25,889
Add back:
Items to reconcile net loss to Adjusted EBITDA(2)		26,226		18,490		44,716			30,737			25,373			56,110
Adjusted EBITDA(2)		4,766		12,191		16,957			(34,668	)		(19,172	)		(53,840	)
Items to reconcile to consolidated net loss:
Share-based compensation expense(3)						(32,368	)								(33,478	)
Restructuring expense(4)						—									(1,917	)
Impairment of long-lived assets(4)						—									(7,205	)
Depreciation and amortization expense						(12,348	)								(13,510	)
Other unallocated items(5)						(18,119	)								(15,928	)
Net loss					$	(45,878	)							$	(125,878	)
*Non-significant segment expenses for Immune Medicine.

(1) For the MRD segment, includes MRD expenses related to the impairment of long-lived assets. For the Immune Medicine segment, includes all Immune Medicine operating expenses, other than research and development expenses.

(2) Adjusted EBITDA is a non-GAAP financial measure. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Adjusted EBITDA” for an explanation of how it is calculated and used by management.

Adaptive Biotechnologies Corporation

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(unaudited)

(3) Represents share-based compensation expense related to stock option, restricted stock unit and market-based restricted stock unit awards. See Note 11, Equity Incentive Plans for details on our share-based compensation expense.

(4) Represents expenses recognized in conjunction with restructuring activities. See Note 12, Restructurings for details on our restructuring expense.

(5) Represents unallocated expenses and income not included in the measurements reviewed by the CODM to assess each segment's performance.

Adaptive Biotechnologies Corporation

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes and the other financial information appearing elsewhere in this report, as well as the other financial information we file with the SEC from time to time. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties relating to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements.

As a result of many factors, including those factors set forth in the “Risk Factors” section of this report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are advancing the field of immune medicine by harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our immune medicine platform applies our proprietary technologies to read the diverse genetic code of a patient’s immune system and understand precisely how the immune system detects and treats disease in that patient. We capture these insights in our dynamic clinical immunomics database and related antigen annotations, which are underpinned by computational biology and machine learning, and use them to develop and commercialize clinical products and services that can be tailored to the needs of individual patients. Our existing and future commercial products and services are aligned to two business areas which we refer to as MRD and Immune Medicine.

Our current product and service offerings in MRD related to the MRD market are our clonoSEQ clinical diagnostic test, offered to clinicians, and our clonoSEQ or MRD assay, offered to biopharmaceutical partners to advance drug development efforts. Our first clinical diagnostic product, clonoSEQ, is the first test authorized by the Food and Drug Administration for the detection and monitoring of MRD in patients with multiple myeloma, B cell acute lymphoblastic leukemia and chronic lymphocytic leukemia, and is also available as a CLIA-validated laboratory developed test for patients with other lymphoid cancers, including diffuse large B-cell lymphoma and mantle cell lymphoma (“MCL”). In the fourth quarter of 2024, we obtained Medicare coverage for MCL and initiated promotional efforts in MCL. We also obtained a new Medicare Clinical Laboratory Fee Schedule rate of $2,007 per test for clonoSEQ and MolDX updated the clonoSEQ episode pricing to $8,029 for all covered indications. This represents a 17% increase from the previous episode price and the previous implied per test rate under the episode structure. In April 2025, Palmetto GBA expanded coverage of clonoSEQ to include single time point testing to monitor for recurrence in patients with a history of MCL. This expanded coverage is in addition to the existing Medicare episode payment structure for clonoSEQ. With the use of clonoSEQ, we are transforming how lymphoid cancers are treated by working with providers, pharmaceutical partners and payors. In an effort to enable easier test ordering, we have integrated our clonoSEQ test into electronic medical record systems, including Epic System Corporation's Aura and Flatiron Health's OncoEMR, of numerous accounts.

Immune Medicine leverages our proprietary ability to sequence, map, pair and characterize T cell receptors (“TCRs”) and B cell receptors (“BCRs”) at scale to drive opportunities in cancer and autoimmune disorders. Our immunosequencing technology, which includes our Adaptive Immunosequencing research product, serves as the research and development engine driving our immune medicine platform and generates revenue from biopharmaceutical and academic customers. We are applying artificial intelligence and machine learning models to map at scale TCR sequences to the diseases they bind to enable our drug discovery efforts. Also in our drug discovery programs, we use our proprietary capabilities to discover new drug targets and leverage our validated TCR and BCR discovery approaches to discover and develop TCR or antibody therapeutic assets.

We recognized revenue of $94.0 million and $46.4 million for the three months ended September 30, 2025 and 2024, respectively, and $205.3 million and $131.5 million for the nine months ended September 30, 2025 and 2024, respectively. Net income attributable to Adaptive Biotechnologies Corporation was $9.5 million for the three months ended September 30, 2025. Net loss attributable to Adaptive Biotechnologies Corporation was $32.1 million for the three months ended September 30, 2024. Net loss attributable to Adaptive Biotechnologies Corporation for the nine months ended September 30, 2025 and 2024 was $45.9 million and $ 125.8 million, respectively. We have funded our operations to date principally from the sale of convertible preferred stock and common stock, including the sale of common stock in our initial public offering and follow-on offering, revenue and the proceeds from the revenue interest purchase agreement we entered into in September 2022 (the “Purchase Agreement”). As of September 30, 2025 and December 31, 2024, we had cash, cash equivalents and marketable securities of $216.8 million and $256.0 million, respectively.

Adaptive Biotechnologies Corporation

Termination of the Genentech Agreement

On August 13, 2025, our worldwide collaboration and license agreement with Genentech, Inc. (“Genentech”) (the “Genentech Agreement”) was terminated, with termination effective February 9, 2026. There are no penalties nor future consideration due between either party. The termination of the Genentech Agreement was accounted for as a contract modification under ASC 606. As there were no changes to the transaction price and no future development efforts on our part in connection with the periods subsequent to September 30, 2025, we recognized the remaining related deferred revenue. We are no longer eligible to receive additional milestone payments or tiered royalties.

Components of Results of Operations

Revenue

We derive revenue by providing diagnostic and research services in our MRD and Immune Medicine business areas. Our MRD revenue consists of revenue generated from (1) providing our clonoSEQ report to clinical customers; (2) providing MRD sample testing services to biopharmaceutical customers and certain academic institutions, including investigator-led clinical trials; and (3) providing our clonoSEQ report or results to certain international laboratory sites through technology transfers. We disclose our clonoSEQ test volume, which includes the number of clonoSEQ reports and results we have provided to ordering physicians in the United States (“U.S.”) and international technology transfer sites. These volumes do not include sample results from our biopharmaceutical customers or academic institutions utilizing our MRD services. Our Immune Medicine revenue consists of revenue generated from (1) providing sample testing services for our commercial research product, Adaptive Immunosequencing, to biopharmaceutical customers and academic institutions; and (2) our former collaboration with Genentech under the Genentech Agreement.

For our clinical customers, we primarily derive revenue from providing our clonoSEQ report to ordering physicians. We bill commercial, government and medical institution payors based on reports delivered to ordering physicians. Amounts paid for clonoSEQ by commercial, government and medical institution payors vary based on respective reimbursement rates and patient responsibilities, which may differ from our targeted list price. We recognize clinical revenue by evaluating customer payment history, contracted reimbursement rates, if applicable, and other adjustments to estimate the amount of revenue that is collectible.

For our clonoSEQ coverage under Medicare, we bill an episode of treatment when we deliver the first eligible test report. This billing contemplates all necessary tests required during a patient’s treatment cycle, which is currently estimated at approximately four tests per patient, including the initial sequence identification test. Revenue recognition commences at the time the initial billable test report is delivered and is based upon cumulative tests delivered to date. Any unrecognized revenue from the initial billable test is recorded as deferred revenue and recognized either as we deliver our estimate of the remaining tests in a patient’s treatment cycle or when the likelihood becomes remote that a patient will receive additional testing. In certain cases, we continue to provide services and incur costs for patients who exceed our number of estimated tests.

For our research customers, which include biopharmaceutical customers and academic institutions for both our MRD and Adaptive Immunosequencing services, delivery of the respective test results may include some level of professional support and analysis. Terms with biopharmaceutical customers generally include non-refundable payments made in advance of services (“upfront payments”), which we record as deferred revenue. For all research customers, we recognize revenue as we deliver sequencing results. From time to time, we offer discounts in order to gain rights and access to certain datasets. Revenue is recognized net of these discounts and costs associated with these services are reflected in cost of revenue. In periods where our sample estimates are reduced or a customer project is cancelled and, in either case, we have remaining related deferred revenue, we recognize revenue using a cumulative catch-up approach based on the proportion of samples delivered to date relative to the total samples expected to be delivered. Certain of our MRD revenue arrangements with biopharmaceutical customers include cash consideration from the achievement of regulatory milestones of the respective biopharmaceutical customers’ therapeutics. Such revenue is constrained from recognition until it becomes probable that such milestone will be achieved.

Under certain agreements with our biopharmaceutical customers who seek access to our platform to support their therapeutic development activities, revenues are generated from research and development support services that we provide. These agreements may include substantial non-refundable upfront payments, which we recognize over time as we perform the respective services. Revenue recognized from these activities include revenue recognized from the Genentech Agreement.

We expect our MRD revenue to increase in the long term as we continue to increase our MRD clinical testing volume through enhanced penetration in our existing covered patient populations, expand into new patient populations and optimize payor coverage. Our MRD revenue may fluctuate period to period due to the uncertain timing of receipt of our biopharmaceutical customer samples, which may cause uncertainty in the delivery of our products and services, the recognition of milestones related to regulatory approvals of our biopharmaceutical customers’ therapeutics and changes in estimates of our clinical revenue reimbursement rates.

We expect our Immune Medicine revenue to decrease in the short term given the termination of the Genentech Agreement. Our Immune Medicine revenue may fluctuate from period to period due to the timing of receipt of customer samples from our biopharmaceutical customers.

Adaptive Biotechnologies Corporation

Cost of Revenue

Cost of revenue includes the cost of materials, personnel-related expenses (including salaries, benefits and share-based compensation), shipping and handling expenses, equipment costs, allocated facility costs associated with processing samples and professional support costs related to our service revenue activities. Allocated facility costs include depreciation of laboratory equipment, as well as allocated facility occupancy and information technology costs. Costs associated with processing samples are recorded as expense, regardless of the timing of revenue recognition. As such, cost of revenue and related volume does not always trend in the same direction as revenue recognition and related volume. Additionally, costs to support the Genentech Agreement are a component of our research and development expenses.

We expect cost of revenue to increase in absolute dollars in the long term as we grow our sample testing volume, but the cost per sample to decrease over the long term due to the efficiencies we may gain as assay volume increases from improved utilization of our laboratory capacity, automation and other value engineering initiatives. If our sample volume throughput is reduced, cost of revenue as a percentage of total revenue may be adversely impacted due to fixed overhead costs.

Research and Development Expenses

Research and development expenses consist of laboratory materials costs, personnel-related expenses (including salaries, benefits and share-based compensation), equipment costs, allocated facility and information technology costs and contract service expenses. Research and development activities support further development and refinement of existing assays and products, discovery of new technologies and investments in our immune medicine platform. We also include in research and development expenses the costs associated with software development of applications to support future commercial opportunities, as well as development activities to support laboratory scaling and workflow. We are currently conducting research and development activities for several products and services and we typically use our laboratory materials, personnel, facilities, information technology and other development resources across multiple development programs. Additionally, certain of these research and development activities benefit more than one of our product opportunities. We have not historically tracked research and development expenses by specific product candidates.

The costs to support the Genentech Agreement are a component of our research and development expenses. Additionally, a component of our research and development expenses are costs supporting clinical and analytical validations to obtain regulatory approval for future clinical products and services. Some of these activities have generated and may in the future generate revenue.

We expect research and development expenses to remain relatively consistent in the short term and to decrease as a percentage of revenue in the long term, although the percentage may fluctuate from period to period due to the timing and extent of our development and commercialization efforts.

Sales and Marketing Expenses

Sales and marketing expenses include personnel-related expenses (including salaries, benefits and share-based compensation) for commercial sales, product and account management, marketing, reimbursement, medical education and business development personnel that support commercialization of our platform products. In addition, these expenses include external costs such as advertising expenses, customer education and promotional expenses, market analysis expenses, conference fees, travel expenses and allocated facility and information technology costs.

We expect sales and marketing expenses to increase in the short term. In the long term, we expect sales and marketing expenses to increase in absolute dollars as we increase marketing activities to drive awareness and adoption of our products and services. However, we expect sales and marketing expenses to decrease as a percentage of revenue in the long term, subject to fluctuations from period to period due to the timing and magnitude of these expenses.

General and Administrative Expenses

General and administrative expenses include personnel-related expenses (including salaries, benefits and share-based compensation) for our personnel in executive, legal, finance and accounting, human resources and other administrative functions, including third-party clinical billing services. In addition, these expenses include insurance costs, external legal costs, accounting and tax service expenses, consulting fees and allocated facility and information technology costs.

We expect general and administrative expenses to moderately increase in the short term and to decrease as a percentage of revenue in the long term.

Adaptive Biotechnologies Corporation

Impairment of Long-Lived Assets Expenses

Impairment of long-lived assets expenses include our impairment charges for certain leased space, related long-lived assets (including leasehold improvements and laboratory equipment) and long-lived assets associated with our halted software enhancements. See Note 7, Leases and Note 12, Restructurings of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details regarding our impairment assessments and considerations.

Interest Expense

Interest expense includes costs associated with our revenue interest liability related to the Purchase Agreement and noncash interest costs associated with the amortization of the related deferred issuance costs. We impute interest expense using the effective interest rate method. We calculate an effective interest rate which will amortize our related obligation to zero over the anticipated repayment period. A significant increase or decrease in or changes in timing of forecasted revenue will prospectively impact our interest expense.

Statements of Operations Data and Other Financial and Operating Data

The following table sets forth our statements of operations data and other financial and operating data for the periods presented (in thousands, except share and per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Statements of Operations Data:
Revenue	$	93,973		$	46,435		$	205,295		$	131,498
Operating expenses
Cost of revenue		18,157			16,667			53,135			54,035
Research and development		23,669			24,163			72,006			79,761
Sales and marketing		23,470			20,551			70,090			63,184
General and administrative		17,959			17,258			53,144			54,750
Amortization of intangible assets		428			428			1,270			1,275
Impairment of long-lived assets		—			—			—			7,205
Total operating expenses		83,683			79,067			249,645			260,210
Income (loss) from operations		10,290			(32,632	)		(44,350	)		(128,712	)
Interest and other income, net		2,226			3,474			7,296			11,462
Interest expense		(2,971	)		(2,939	)		(8,824	)		(8,628	)
Net income (loss)		9,545			(32,097	)		(45,878	)		(125,878	)
Add: Net loss (income) attributable to noncontrolling interest		1			26			(42	)		78
Net income (loss) attributable to Adaptive Biotechnologies Corporation	$	9,546		$	(32,071	)	$	(45,920	)	$	(125,800	)
Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted	$	0.06		$	(0.22	)	$	(0.30	)	$	(0.86	)
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders
Basic		152,432,307			147,516,398			151,248,398			146,908,234
Diluted		163,162,107			147,516,398			151,248,398			146,908,234
Other Financial and Operating Data:
Adjusted EBITDA(1)	$	27,953		$	(14,300	)	$	8,009		$	(63,926	)

(1) Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense and share-based compensation expense. See “Adjusted EBITDA” below for a reconciliation between Adjusted EBITDA and net income (loss) attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, and a discussion about the limitations of Adjusted EBITDA.

Adaptive Biotechnologies Corporation

Comparison of the Three Months Ended September 30, 2025 and 2024

Revenue

	Three Months Ended September 30,				Change					Percent of Revenue
(in thousands, except percentages)	2025		2024				%			2025			2024
MRD revenue
Service revenue	$	50,288	$	32,470				55	%
Regulatory milestone revenue		6,500		5,000				30
Total MRD revenue		56,788		37,470				52			60	%		81	%
Immune Medicine revenue
Service revenue		3,443		5,453		)		(37	)
Collaboration revenue		33,742		3,512				861
Total Immune Medicine revenue		37,185		8,965				315			40	%		19	%
Total revenue	$	93,973	$	46,435				102			100	%		100	%

All values are in US Dollars.

The $19.3 million increase in MRD revenue was primarily due to a $15.4 million increase in revenue generated from providing clonoSEQ to clinical customers, a $1.8 million increase in revenue generated from providing MRD sample testing services to investigator-led clinical trials, a $1.5 million increase in revenue recognized upon the achievement of regulatory milestones by certain of our biopharmaceutical customers and a $0.4 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers. Our clonoSEQ test volume increased by 38% to 27,111 tests delivered in the three months ended September 30, 2025 from 19,600 tests delivered in the three months ended September 30, 2024.

The $28.2 million increase in Immune Medicine revenue was primarily due to a $30.2 million increase in revenue generated from the Genentech Agreement, driven largely by the termination of the Genentech Agreement and the resulting recognition of cash consideration received that was previously classified as deferred revenue, partially offset by a $2.0 million decrease in revenue generated from our biopharmaceutical and academic customers.

Cost of Revenue

	Three Months Ended September 30,				Change				Percent of Revenue
(in thousands, except percentages)	2025		2024			%			2025			2024
Cost of revenue	$	18,157	$	16,667			9	%		19	%		36	%

All values are in US Dollars.

The $1.5 million increase in cost of revenue was primarily attributable to a $1.7 million increase in materials cost resulting from increased revenue sample volume, a $0.4 million increase in shipping and handling expenses and a $0.4 million increase related to higher usage of our production laboratory to process revenue samples versus research and development samples. These increases were partially offset by a $1.1 million decrease in cost of materials due primarily to reductions in assay costs, as well as a $0.4 million decrease in overhead costs.

Research and Development

	Three Months Ended September 30,				Change			Percent of Revenue
(in thousands, except percentages)	2025		2024				%	2025			2024
Research and development	$	23,669	$	24,163		)	(2)%		25	%		52	%

All values are in US Dollars.

The following table presents disaggregated research and development expenses by cost classification for the periods presented:

	Three Months Ended September 30,
(in thousands)	2025		2024		Change
Research and development materials and allocated production laboratory expenses	$	2,729	$	3,976	$	(1,247	)
Personnel expenses		14,084		14,305		(221	)
Allocable facilities and information technology expenses		1,802		2,609		(807	)
Software and cloud services expenses		2,310		1,242		1,068
Depreciation and other expenses		2,744		2,031		713
Total	$	23,669	$	24,163	$	(494	)

Adaptive Biotechnologies Corporation

The $0.5 million decrease in research and development expenses was primarily attributable to a $1.2 million decrease in laboratory materials and allocated production laboratory expenses, driven primarily by decreased investments in clonoSEQ and drug discovery efforts, and a $0.8 million decrease in allocable facility expenses. These decreases were partially offset by a $1.1 million increase in software and cloud services expenses and a $0.7 million increase in depreciation and other expenses.

Sales and Marketing

	Three Months Ended September 30,				Change				Percent of Revenue
(in thousands, except percentages)	2025		2024			%			2025			2024
Sales and marketing	$	23,470	$	20,551			14	%		25	%		44	%

All values are in US Dollars.

The $2.9 million increase in sales and marketing expenses was primarily attributable to a $2.0 million increase in personnel costs, a $0.5 million increase in computer and software expenses and a $0.5 million increase in consulting costs.

General and Administrative

	Three Months Ended September 30,				Change				Percent of Revenue
(in thousands, except percentages)	2025		2024			%			2025			2024
General and administrative	$	17,959	$	17,258			4	%		19	%		37	%

All values are in US Dollars.

The $0.7 million increase in general and administrative expenses was primarily attributable to a $0.6 million increase in third-party billing service fees, a $0.4 million increase in legal fees and a $0.3 million increase in computer and software expenses. These increases were partially offset by a $0.5 million decrease in personnel costs and a $0.3 million decrease in building, facility and depreciation related expenses.

Interest and Other Income, Net

	Three Months Ended September 30,				Change
(in thousands, except percentages)	2025		2024				%
Interest and other income, net	$	2,226	$	3,474		)	(36)%

All values are in US Dollars.

The $1.2 million decrease in interest and other income, net was primarily attributable to a decrease in net interest income and investment amortization driven by decreased holdings of and interest rates pertaining to our cash, cash equivalents and marketable securities.

Interest Expense

	Three Months Ended September 30,						Change
(in thousands, except percentages)	2025			2024					%
Interest expense	$	(2,971	)	$	(2,939	)		)		1	%

All values are in US Dollars.

The nominal increase in interest expense was attributable to a change in our assumptions regarding the timeframe in which our Purchase Agreement will be fully repaid.

Segment Adjusted EBITDA

	Three Months Ended September 30,					Change
(in thousands, except percentages)	2025		2024				%
MRD Adjusted EBITDA(1)	$	6,965	$	(6,120	)		(214)%
Immune Medicine Adjusted EBITDA(1)		23,706		(5,212	)			(555	)

All values are in US Dollars.

(1) Adjusted EBITDA is a non-GAAP financial measure. See “Adjusted EBITDA” below for an explanation of how it is calculated and used by management. Adjusted EBITDA related to our unallocated corporate category is included in the calculation of consolidated Adjusted EBITDA but not shown above in the breakout of segment Adjusted EBITDA.

Adaptive Biotechnologies Corporation

The $13.1 million reduction in MRD Adjusted EBITDA deficit was primarily attributable to a $19.3 million increase in MRD revenue, partially offset by an increase in operating expenses, excluding those identified as reconciling items between segment net loss and segment adjusted EBITDA. The increase in these operating expenses relates primarily to sales and marketing activities.

The $28.9 million reduction in Immune Medicine Adjusted EBITDA deficit was primarily attributable to a $28.2 million increase in Immune Medicine revenue, which was driven largely by revenue generated due to the termination of the Genentech Agreement.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Revenue

	Nine Months Ended September 30,				Change					Percent of Revenue
(in thousands, except percentages)	2025		2024				%			2025			2024
MRD revenue
Service revenue	$	133,947	$	92,880				44	%
Regulatory milestone revenue		16,500		12,500				32
Total MRD revenue		150,447		105,380				43			73	%		80	%
Immune Medicine revenue
Service revenue		13,566		16,160		)		(16	)
Collaboration revenue		41,282		9,958				315
Total Immune Medicine revenue		54,848		26,118				110			27	%		20	%
Total revenue	$	205,295	$	131,498				56			100	%		100	%

All values are in US Dollars.

The $45.1 million increase in MRD revenue was primarily due to a $37.3 million increase in revenue generated from providing clonoSEQ to clinical customers, a $4.0 million increase in revenue recognized upon the achievement of regulatory milestones by certain of our biopharmaceutical customers, a $1.8 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers and a $1.6 million increase in revenue generated from providing MRD sample testing services to investigator-led clinical trials. Our clonoSEQ test volume increased by 37% to 75,549 tests delivered in the nine months ended September 30, 2025 from 55,160 tests delivered in the nine months ended September 30, 2024.

The $28.7 million increase in Immune Medicine revenue was primarily due to a $31.3 million increase in revenue generated from the Genentech Agreement, driven largely by the termination of the Genentech Agreement and the resulting recognition of cash consideration received that was previously classified as deferred revenue, partially offset by a $2.6 million decrease in revenue generated from our biopharmaceutical and academic customers.

Cost of Revenue

	Nine Months Ended September 30,				Change			Percent of Revenue
(in thousands, except percentages)	2025		2024				%	2025			2024
Cost of revenue	$	53,135	$	54,035		)	(2)%		26	%		41	%

All values are in US Dollars.

The $0.9 million decrease in cost of revenue was primarily attributable to a $3.8 million decrease in cost of materials due primarily to reductions in inventory reserve expense and assay costs and a $3.0 million decrease in overhead costs, which was largely driven by consolidation activities. These decreases were partially offset by a $3.0 million increase in materials cost resulting from increased revenue sample volume, a $1.2 million increase related to higher usage of our production laboratory to process revenue samples versus research and development samples and a $1.0 million increase in shipping and handling expenses.

Research and Development

	Nine Months Ended September 30,				Change			Percent of Revenue
(in thousands, except percentages)	2025		2024				%	2025			2024
Research and development	$	72,006	$	79,761		)	(10)%		35	%		61	%

All values are in US Dollars.

Adaptive Biotechnologies Corporation

The following table presents disaggregated research and development expenses by cost classification for the periods presented:

	Nine Months Ended September 30,
(in thousands)	2025		2024		Change
Research and development materials and allocated production laboratory expenses	$	10,431	$	12,381	$	(1,950	)
Personnel expenses		42,949		48,834		(5,885	)
Allocable facilities and information technology expenses		5,546		8,156		(2,610	)
Software and cloud services expenses		4,997		3,684		1,313
Depreciation and other expenses		8,083		6,706		1,377
Total	$	72,006	$	79,761	$	(7,755	)

The $7.8 million decrease in research and development expenses was primarily attributable to a $5.9 million decrease in personnel costs, a $2.6 million decrease in allocable facility expenses and a $2.0 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in drug discovery and clonoSEQ efforts. These decreases were partially offset by a $1.4 million increase in depreciation and other expenses and a $1.3 million increase in software and cloud services expenses.

Sales and Marketing

	Nine Months Ended September 30,				Change				Percent of Revenue
(in thousands, except percentages)	2025		2024			%			2025			2024
Sales and marketing	$	70,090	$	63,184			11	%		34	%		48	%

All values are in US Dollars.

The $6.9 million increase in sales and marketing expenses was primarily attributable to a $4.2 million increase in personnel costs, a $1.3 million increase in consulting costs, a $1.1 million increase in computer and software expenses, a $0.8 million increase in allocated facility and overhead expenses and a $0.4 million increase in travel and customer event related expenses. These increases were partially offset by a $1.1 million decrease in marketing expenses, driven largely by reduced clonoSEQ and corporate marketing activities.

General and Administrative

	Nine Months Ended September 30,				Change			Percent of Revenue
(in thousands, except percentages)	2025		2024				%	2025			2024
General and administrative	$	53,144	$	54,750		)	(3)%		26	%		42	%

All values are in US Dollars.

The $1.6 million decrease in general and administrative expenses was primarily attributable to a $2.9 million decrease in personnel costs, a $0.8 million decrease in building, facility and depreciation related expenses and a $0.5 million decrease in accounting and tax fees. These decreases were partially offset by a $1.1 million increase in third-party billing service fees, a $1.1 million increase in legal fees and a $0.4 million increase in consulting costs.

Impairment of Long-Lived Assets

	Nine Months Ended September 30,				Change			Percent of Revenue
(in thousands, except percentages)	2025		2024				%	2025			2024
Impairment of long-lived assets	$	—	$	7,205		)	(100)%		0	%		5	%

All values are in US Dollars.

The $7.2 million decrease in impairment of long-lived assets expenses was attributable to the impairment of certain long-lived assets and our decision to vacate certain leased space as a result of various restructuring activities in 2024.

Interest and Other Income, Net

	Nine Months Ended September 30,				Change
(in thousands, except percentages)	2025		2024				%
Interest and other income, net	$	7,296	$	11,462		)	(36)%

All values are in US Dollars.

Adaptive Biotechnologies Corporation

The $4.2 million decrease in interest and other income, net was primarily attributable to a decrease in net interest income and investment amortization driven by decreased holdings of and interest rates pertaining to our cash, cash equivalents and marketable securities.

Interest Expense

	Nine Months Ended September 30,						Change
(in thousands, except percentages)	2025			2024					%
Interest expense	$	(8,824	)	$	(8,628	)		)		2	%

All values are in US Dollars.

The $0.2 million increase in interest expense was attributable to a change in our assumptions regarding the timeframe in which our Purchase Agreement will be fully repaid.

Segment Adjusted EBITDA

	Nine Months Ended September 30,					Change
(in thousands, except percentages)	2025		2024				%
MRD Adjusted EBITDA(1)	$	4,766	$	(34,668	)		(114)%
Immune Medicine Adjusted EBITDA(1)		12,191		(19,172	)			(164	)

All values are in US Dollars.

(1) Adjusted EBITDA is a non-GAAP financial measure. See “Adjusted EBITDA” below for an explanation of how it is calculated and used by management. Adjusted EBITDA related to our unallocated corporate category is included in the calculation of consolidated Adjusted EBITDA but not shown above in the breakout of segment Adjusted EBITDA.

The $39.4 million reduction in MRD Adjusted EBITDA deficit was primarily attributable to a $45.1 million increase in MRD revenue, partially offset by an increase in operating expenses, excluding those identified as reconciling items between segment net loss and segment adjusted EBITDA. The increase in these operating expenses relates primarily to sales and marketing activities.

The $31.4 million reduction in Immune Medicine Adjusted EBITDA deficit was primarily attributable to a $28.7 million increase in Immune Medicine revenue, which was driven largely by revenue generated due to the termination of the Genentech Agreement, and a reduction in operating expenses, excluding those identified as reconciling items between segment net loss and segment adjusted EBITDA. The primary drivers of the operating expense reduction relate to cost of revenue and research and development activities.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense and share-based compensation expense. We define our segment Adjusted EBITDA in the same way to the extent the net income (loss) attributable to Adaptive Biotechnologies Corporation and adjustments are allocable to each segment. See Note 14, Segment Information of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information regarding segment Adjusted EBITDA.

Management uses Adjusted EBITDA, including segment Adjusted EBITDA, to evaluate the financial performance of our business and segments and to evaluate the effectiveness of our strategies. We present these figures because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and it facilitates comparisons on a consistent basis across reporting periods. Further, we believe it is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

Adjusted EBITDA, including segment Adjusted EBITDA, has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments we make. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA, including segment Adjusted EBITDA, does not reflect:

• all expenditures or future requirements for capital expenditures or contractual commitments;
• changes in our working capital needs;
• interest expense, which is an ongoing element of our costs to operate;

Adaptive Biotechnologies Corporation

• income tax (expense) benefit, which may be a necessary element of our costs and ability to operate;
• the costs of replacing the assets being depreciated and amortized, which will often have to be replaced in the future;
• the noncash component of employee compensation expense;
• long-lived assets impairment costs; and
• the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations, such as our restructuring activities and reductions in workforce.

In addition, Adjusted EBITDA, including segment Adjusted EBITDA, may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

The following is a reconciliation of net income (loss) attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the periods presented (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net income (loss) attributable to Adaptive Biotechnologies Corporation	$	9,546		$	(32,071	)	$	(45,920	)	$	(125,800	)
Interest and other income, net		(2,226	)		(3,474	)		(7,296	)		(11,462	)
Interest expense(1)		2,971			2,939			8,824			8,628
Depreciation and amortization expense		4,405			4,591			13,638			14,808
Impairment of long-lived assets(2)		—			—			—			7,205
Restructuring expense(2)		—			193			—			1,917
Share-based compensation expense(3)		13,257			13,522			38,763			40,778
Adjusted EBITDA	$	27,953		$	(14,300	)	$	8,009		$	(63,926	)

(1) Represents costs associated with our revenue interest liability and noncash interest costs associated with the amortization of the related deferred issuance costs. See Note 8, Revenue Interest Purchase Agreement of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details on the Purchase Agreement.

(2) Represents expenses recognized in conjunction with restructuring activities. See Note 12, Restructurings of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details on our restructuring expense.

(3) Represents share-based compensation expense related to stock option, restricted stock unit and market-based restricted stock unit awards. See Note 11, Equity Incentive Plans of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for details on our share-based compensation expense.

Liquidity and Capital Resources

We have incurred losses since inception, apart from the three month period ended September 30, 2025, and have incurred negative cash flows from operations since inception through September 30, 2025, with the exception of certain 2019 periods for which we had positive cash flows from operations. As of September 30, 2025, we had an accumulated deficit of $1.3 billion.

We have funded our operations to date principally from the sale of convertible preferred stock and common stock, revenue and the proceeds from the Purchase Agreement. Pursuant to the Purchase Agreement entered into in September 2022, we received net cash proceeds of $124.4 million, after deducting issuance costs. We are also entitled to receive up to $125.0 million in subsequent installments as follows: (i) $75.0 million upon our request occurring no later than September 12, 2025 and (ii) $50.0 million upon our request in connection with certain permitted acquisitions occurring no later than September 12, 2025, in each case subject to certain funding conditions. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $216.8 million.

We believe our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons.

If our available cash, cash equivalents and marketable securities balances and anticipated cash flows are insufficient to satisfy our liquidity requirements, we may request an additional installment under the Purchase Agreement, seek to sell additional equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to our shareholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. This additional capital may not be available on reasonable terms, or at all.

Adaptive Biotechnologies Corporation

We plan to utilize the existing cash, cash equivalents and marketable securities on hand primarily to fund both our commercial and marketing activities associated with clonoSEQ and our continued research and development initiatives related to drug discovery. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to capital preservation and liquidity. Currently, our funds are held in money market funds and marketable securities consisting of U.S. government treasury securities, corporate bonds and commercial paper.

While we may experience variability in revenue in the near term, over the long-term we expect revenue from our current and future products and services to grow. Accordingly, we expect our accounts receivable and inventory balances to increase. Our levels of accounts receivable may fluctuate relative to our revenue for a number of reasons, including the timing of milestone triggers and related payment of those milestones and an increase in revenue generated from clinical customers, which may result in more billings in arrears as opposed to upfront payments. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued expenses, which could result in greater working capital requirements.

Contractual Obligations

In March 2025, we entered into a three-year, $17.5 million commitment for certain cloud services. There have been no other material changes outside the ordinary course of business to our contractual obligations and commitments as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.

See Note 7, Leases and Note 8, Revenue Interest Purchase Agreement of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information regarding our contractual obligations relating to lease agreements and the Purchase Agreement, respectively.

Cash Flows

The following table summarizes our uses and sources of cash for the nine months ended September 30, 2025 and 2024 (in thousands):

	Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities	$	(48,041	)	$	(82,721	)
Net cash provided by investing activities		46,202			55,673
Net cash provided by financing activities		8,745			114

Operating Activities

Net cash used in operating activities was primarily comprised of changes in operating assets and liabilities and net loss, as adjusted for noncash items. Noncash adjustments consist primarily of share-based compensation, depreciation and amortization and noncash lease expense.

Net cash used in operating activities was $48.0 million as compared to $82.7 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash used in operating activities was primarily driven by an increase in customer collections.

Investing Activities

Net cash provided by investing activities was $46.2 million as compared to $55.7 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash provided by investing activities was primarily due to a decrease in proceeds from maturities of marketable securities, partially offset by a reduction in purchases of marketable securities and property and equipment.

Financing Activities

Cash provided by financing activities was $8.7 million as compared to $0.1 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash provided by financing activities was due to an increase in proceeds from the exercise of stock options.

Adaptive Biotechnologies Corporation

Net Operating Loss Carryforwards

Utilization of our net operating loss (“NOL”) carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”) and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. If there should be an ownership change, our ability to utilize our NOL carryforwards and credits could be limited. We have completed a Section 382 analysis for changes in ownership through December 31, 2023 and continue to monitor for changes that could trigger a limitation. Based on this analysis, we do not expect to have any permanent limitations on the utilization of our federal NOLs. Under the Tax Cuts and Jobs Act of 2017, federal NOLs incurred in 2018 and future years may be carried forward indefinitely, but the deductibility of such federal NOLs is subject to an annual limitation. NOLs generated prior to 2018 are eligible to be carried forward up to 20 years. Based on the available objective evidence, management determined that it was more likely than not that the net deferred tax assets would not be realizable as of December 31, 2024. Accordingly, management applied a full valuation allowance against net deferred tax assets as of December 31, 2024.

Critical Accounting Policies and Estimates

We have prepared the unaudited condensed consolidated financial statements in accordance with GAAP. Our preparation of these unaudited condensed consolidated financial statements requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses recorded during the periods presented. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. Estimates are used in several areas, including, but not limited to, estimates of progress to date for certain performance obligations and the transaction price for certain contracts with customers, imputing interest for the Purchase Agreement, the provision for income taxes, including related reserves, the analysis of goodwill impairment and the recoverability and impairment of long-lived assets, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.

While our significant accounting policies are described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025, as well as in Note 2, Significant Accounting Policies of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report, we believe the following accounting policies are critical to the judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements:

• revenue recognition;
• imputing interest for the Purchase Agreement;
• goodwill; and
• recoverability and impairment of long-lived assets.

There have been no material changes to our critical accounting policies and estimates as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.

Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies of the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report for more information.

Adaptive Biotechnologies Corporation

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are exposed to market risk for changes in interest rates related primarily to our cash and cash equivalents and marketable securities. As of September 30, 2025, there have been no material changes to our market risks as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. We do not enter into investments for trading purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025. There was not any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Adaptive Biotechnologies Corporation

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, Item 1A under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. The risk factors may be important to understanding other statements in this report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in this report. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, operations, product pipeline, operating results, financial condition or liquidity, and consequently, the value of our securities. Further, additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results and prospects. Except as set forth below, there have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.

The Genentech Agreement was terminated and is in the process of winding down, which may have a material impact on our business and financial condition.

In August 2025, the Genentech Agreement was terminated and it is in the process of being wound down, with termination effective in February 2026. Under the Genentech Agreement, among other things, we granted Genentech exclusive worldwide licenses to develop and commercialize TCR-based cellular therapies in the field of oncology. We may not enter into a similar collaboration agreement, whether in oncology or another field. Any other collaboration agreement may present risks that prevent us from realizing the intended benefits of the agreement, including risks related to our control and independence over the clinical development and commercialization of our products. In addition, a potential future collaborator may have inconsistent economic or business interests from ours, take actions contrary to our instructions or requests, fail to distinguish itself from biosimilar competition or take action that may harm our reputation or restrict our ability to run our business.

If we do not enter into other collaboration agreements, our Immune Medicine revenue may consist solely of revenue generated from providing services for our commercial research product, Adaptive Immunosequencing, to biopharmaceutical customers and academic institutions. This may cause our Immune Medicine revenue not to be comparable to prior periods. Although we will cease incurring Immune Medicine research and development expenses associated with the Genentech Agreement, this may result in less innovation and business growth, and any other research and development efforts we pursue may not be successful, which would negatively impact our business and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Adaptive Biotechnologies Corporation

Item 5. Other Information

On August 11, 2025, Chad Robins, Chief Executive Officer and Director, adopted a Rule 10b5-1 trading plan. Mr. Robins’s plan provides for the sale of up to 1,150,000 shares of our common stock until April 30, 2026. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.

On August 11, 2025, Harlan Robins, Chief Scientific Officer, adopted a Rule 10b5-1 trading plan. Dr. Robins’s plan provides for the sale of up to 220,000 shares of our common stock until April 10, 2026. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.

On August 18, 2025, Sharon Benzeno, Chief Commercial Officer, Immune Medicine, adopted a Rule 10b5-1 trading plan. Dr. Benzeno’s plan provides for the sale of up to 698,437 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is March 15, 2026. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.

On August 28, 2025, Kyle Piskel, Chief Financial Officer, adopted a Rule 10b5-1 trading plan. Mr. Piskel's plan provides for the sale of up to 173,901 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is June 30, 2026. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.

On September 15, 2025, Francis Lo, Chief People Officer, adopted a Rule 10b5-1 trading plan. Mr. Lo's plan provides for the sale of up to 753,993 shares of our common stock and 20% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is December 18, 2026. This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.

Adaptive Biotechnologies Corporation

Item 6. Exhibits

		Incorporated by Reference
Exhibit<br><br>Number	Exhibit Title	Form	File No.	Exhibit	Filing Date	Filed/<br><br>Furnished with This Report
3.1	Amended and Restated Articles of Incorporation	8-K	001-38957	3.1	7/1/2019
3.2	Amended and Restated Bylaws	8-K	001-38957	3.2	7/1/2019
4.1	Seventh Amended and Restated Investors' Rights Agreement among the Registrant and certain of its shareholders, dated May 30, 2019	S-1	333-231838	4.1	5/30/2019
31.1	Certification of Principal Executive Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document					X
104	Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)					X

Adaptive Biotechnologies Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Adaptive Biotechnologies Corporation
Date: November 5, 2025	By:	/s/ Chad Robins
		Chad Robins
		Chief Executive Officer and Director (Principal Executive Officer)
Date: November 5, 2025	By:	/s/ Kyle Piskel
		Kyle Piskel
		Chief Financial Officer (Principal Financial Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chad Robins, certify that:

• I have reviewed this Quarterly Report on Form 10-Q of Adaptive Biotechnologies Corporation;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2025	By:	/s/ Chad Robins
		Chad Robins
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kyle Piskel, certify that:

• I have reviewed this Quarterly Report on Form 10-Q of Adaptive Biotechnologies Corporation;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2025	By:	/s/ Kyle Piskel
		Kyle Piskel
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Adaptive Biotechnologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 5, 2025	By:	/s/ Chad Robins
		Chad Robins
		Chief Executive Officer
		(Principal Executive Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Adaptive Biotechnologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 5, 2025	By:	/s/ Kyle Piskel
		Kyle Piskel
		Chief Financial Officer
		(Principal Financial Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.