Veracyte, Inc 10-Q for FY2026 Q3
Veracyte, Inc. (VCYT)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Veracyte, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Veracyte reported third-quarter revenue growth of 15% and net income growth of 65%, as testing revenue rose 15% on 13% volume growth, improved average selling price and prior-period collections. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $151.75M
- up 15.1% from $131.87M a year earlier
- Net income
- $31.5M
- up 64.6% from net income of $19.14M a year earlier
- Diluted EPS
- $0.38
- up 58.3% from $0.24 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 2026
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 001-36156
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||||||||||||||||||||
| incorporation or organization) | Identification No.) | |||||||||||||||||||||||||
(Address of principal executive offices, zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||||||||
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 x 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 x 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.
| x | 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 x
As of October 30, 2026, there were 80,695,480 shares of common stock, par value $0.001 per share, outstanding.
VERACYTE, INC.
INDEX
| Page No. | ||||||||
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VERACYTE, INC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or this report, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements.
In some cases, you can identify forward-looking statements by such terminology as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “ongoing,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative of these terms or similar expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these words. These are statements that relate to future events and include, but are not limited to, statements about:
•the factors that may impact our financial results;
•our expectations regarding total revenue and total test volume;
•our expectations with respect to our future research and development, general and administrative and selling and marketing expenses and the anticipated uses of our funds;
•the impact of macroeconomic conditions, including inflation, volatile interest rates and foreign exchange fluctuations; geopolitical developments, including regional and global conflicts, such as the ongoing conflict in the Middle East and the war in Ukraine; and government actions, including evolving policies and legislation, tariffs, energy, trade and supply chain disruptions, and market volatility resulting from the above on our business;
•our expectations regarding the ongoing development of the TrueMRD platform and the addition of minimal residual detection capabilities to our diagnostics platform;
•our expectations regarding the integration of acquisitions, including Convergent Genomics, Inc., and the ability to achieve anticipated milestones;
•our expectations regarding the timing and success of our transition to offering more of our tests as in vitro diagnostic, or IVD, tests on multiple platforms worldwide;
•our ability to continue to receive quality reagents and other raw materials from certain single-source suppliers;
•our ability to develop and launch tests, and enter into supply agreements, with manufacturers of alternative systems;
•our expectations regarding our partnerships and agreements;
•the occurrence, timing, outcome or success of clinical trials or studies;
•our expectations regarding capital expenditures, our anticipated cash needs and our estimates regarding our capital requirements and profitability;
•our business strategy and our ability to execute on our strategy;
•our ability to obtain and maintain Medicare, other government payer, and other commercial third-party payer reimbursement at acceptable levels and our expectations regarding the timing of reimbursement and changes or implementation of government regulations or reimbursement policies;
•our expectations with regard to the estimated number of patients eligible for our tests and the attributes and potential benefits of our tests and any future tests we may develop to patients, physicians, and payers;
•our expectations regarding our ability to drive demand for and reimbursement of our tests;
•our sales, marketing and distribution capabilities and strategy;
•our intellectual property position;
•the impact of government laws and regulations, policies, guidance agency interpretations and judicial decisions; and
•our beliefs in our competitive position.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this report. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, and financial needs. These forward-looking statements speak only as of the date of this report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. We disclaim any
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intention or obligation to publicly update or revise any forward-looking statements for any reason or to conform such statements to actual results or revised expectations, except as required by law.
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PART I. — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements-(Unaudited)
VERACYTE, INC.
Condensed Consolidated Balance Sheets
(unaudited)
(In thousands, except share and par value amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable | |||||||||||
| Supplies | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Right-of-use assets, operating leases | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Restricted cash | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of deferred revenue | |||||||||||
| Current portion of acquisition-related contingent consideration | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Acquisition-related contingent consideration, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VERACYTE, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Testing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Product revenue | |||||||||||||||||||||||
| Biopharmaceutical and other revenue | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Cost of testing revenue | |||||||||||||||||||||||
| Cost of product revenue | |||||||||||||||||||||||
| Cost of biopharmaceutical and other revenue | |||||||||||||||||||||||
| Intangible asset amortization - cost of revenue | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Intangible asset amortization - operating expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (loss), net | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision (benefit) | ( | ( | ( | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares used to compute earnings per common share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VERACYTE, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Change in currency translation adjustments | ( | ( | |||||||||||||||||||||
| Release of accumulated translation adjustment | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Net comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VERACYTE, INC.
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
(In thousands)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock on exercise of stock options and vesting of restricted stock units | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan (ESPP) | — | — | — | ||||||||||||||||||||||||||||||||
| Tax portion of vested restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (employee) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense (ESPP) | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options and vesting of restricted stock units | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan (ESPP) | — | — | — | ||||||||||||||||||||||||||||||||
| Tax portion of vested restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (employee) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense (ESPP) | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
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| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock on exercise of stock options and vesting of restricted stock units | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under ESPP | — | — | — | ||||||||||||||||||||||||||||||||
| Tax portion of vested restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (employee) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense (ESPP) | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Release of accumulated translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options and vesting of restricted stock units | — | — | |||||||||||||||||||||||||||||||||
| Issuance of common stock under ESPP | — | — | — | ||||||||||||||||||||||||||||||||
| Tax portion of vested restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense (employee) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense (ESPP) | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Release of accumulated translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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VERACYTE, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on disposal of property, plant and equipment | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Noncash lease expense | |||||||||||
| Revaluation of acquisition-related contingent consideration | ( | ( | |||||||||
| Effect of foreign currency on operations | ( | ( | |||||||||
| Amortization of discount on short-term investments | ( | ( | |||||||||
| Impairment loss | |||||||||||
| Non-cash loss on deconsolidation of subsidiary | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Supplies | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Operating lease liabilities | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities and deferred revenue | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Business acquisitions, net of cash acquired | ( | ||||||||||
| Purchase of short-term investments | ( | ( | |||||||||
| Proceeds from maturity of short-term investments | |||||||||||
| Issuance of loan receivable | ( | ||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Payment of taxes on vested restricted stock units | ( | ( | |||||||||
| Proceeds from the exercise of common stock options and employee stock purchases | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Effect of foreign currency on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplementary cash flow information: | |||||||||||
| Purchases of property, plant and equipment included in accounts payable and accrued liability | $ | $ | |||||||||
| Cash paid for tax | $ | $ | |||||||||
| Deferred purchase consideration recognized in connection with business acquisition | $ | $ | |||||||||
Cash, Cash Equivalents and Restricted Cash:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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1. Organization, Description of Business and Summary of Significant Accounting Policies
Veracyte, Inc., or Veracyte, or the Company, is a global diagnostics company that provides clinicians with tests for patients with, or potentially facing, a cancer diagnosis. Veracyte's tests are used by clinicians for diagnostic, prognostic, predictive and treatment decisions, as well as the detection of disease recurrence.
The Company’s headquarters are in South San Francisco, California, and it has operations in San Diego, California, Morgan Hill, California, Austin, Texas, and Haifa, Israel.
The Company currently offers tests in prostate cancer (Decipher Prostate); thyroid cancer (Afirma); breast cancer (Prosigna); and bladder cancer (Decipher Bladder and TrueMRD for muscle-invasive bladder cancer, or MIBC).
The Company serves global markets with two complementary models. In the United States, it offers laboratory developed tests, or LDTs, through its centralized, CLIA certified laboratories in South San Francisco and San Diego, California, supported by its cytopathology expertise in Austin, Texas. Additionally, outside of the United States, the Company provides its Prosigna test to patients through distribution to laboratories and hospitals that can perform the tests locally as an in vitro diagnostic, or IVD, test.
In September 2026, the Company acquired Convergent Genomics, Inc., a diagnostics company focused on urine-based genomic testing. Refer to Note 4, Business Combination for additional information.
Basis of Presentation
The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of September 30, 2026, the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of stockholders' equity for the three and nine months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results, stockholders' equity and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2025 has been derived from audited financial statements. The results for the three and nine months ended September 30, 2026 are not indicative of the results expected for the full year or any other period. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates in one segment.
Effective August 1, 2025, the Company ceased to have a controlling financial interest in its wholly-owned French subsidiary, Veracyte SAS. Accordingly, the Company derecognized the related assets and liabilities from its condensed consolidated financial statements. Prior to deconsolidation, the operating results and cash flows of Veracyte SAS were included in the Company’s condensed consolidated financial statements.
The accompanying interim period condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of unaudited interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; the useful lives of property, plant and equipment; the recoverability of long-lived assets; the incremental borrowing rates for leases; accounting for acquisitions; the estimation of the fair value of intangible assets and contingent consideration; stock-based compensation; income tax uncertainties, including a
7
valuation allowance for deferred tax assets; credit related losses on investments; and allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.
Concentrations of Credit Risk and Other Risks and Uncertainties
The majority of the Company’s cash and cash equivalents are deposited with three major financial institutions in the United States. Deposits in these institutions may exceed the amount of insurance provided on such deposits. The Company has not realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts.
Several of the components of the Company’s sample collection kits and CLIA test reagents, IVD products and associated systems, as well as the systems service and service kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company’s requirements on a timely basis, or are unable to provide the Company with reagents that perform to specifications, the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results.
Through September 30, 2026, the Company has derived most of its revenue from the sale of Decipher Prostate and Afirma testing. To date, Decipher Prostate and Afirma testing have been delivered primarily to physicians in the United States.
The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the customer. The estimate of credit losses is not material as of September 30, 2026.
The Company’s total third-party payers and other customers in excess of 10% of total revenue and their related revenue as a percentage of total revenue were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Medicare | % | % | % | % | |||||||||||||||||||
| UnitedHealthcare | % | % | % | % | |||||||||||||||||||
| % | % | % | % | ||||||||||||||||||||
In the above table, Medicare Advantage plans are included with their associated private payer amounts and Medicare amounts do not include Medicare Advantage.
The Company's significant third-party payers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Medicare | % | % | |||||||||
| UnitedHealthcare | % | % | |||||||||
Cash and Cash Equivalents
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Short-Term Investments
Restricted Cash
The Company had deposits of $1.6
Acquisitions
Revenue Recognition
The Company recognizes revenue in accordance with the provisions of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers, or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer.
In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time.
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Testing Revenue
The Company recognizes testing revenue from the sale of tests performed for customers, including patients and institutions, at the time test results are reported to physicians. Most tests requested by customers are sold without a written agreement; however, the Company determines that an implied contract exists with its customers for whom a physician will order the test. The Company identifies each sale of its test to a customer as a single performance obligation. A stated contract price does not exist and the transaction price for each implied contract with a customer represents variable consideration. The Company uses the expected value method of estimating variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each payer group and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of future revenue reversal. For the three and nine months ended September 30, 2026, the Company recorded $2.4 million and $11.1 million, respectively, and for the three and nine months ended September 30, 2025 the Company recorded $1.5 million and $3.7 million, respectively, resulting from cash collections exceeding the estimated variable consideration related to tests reported in previous years, including revenue received from successful appeals of reimbursement denials, net of recoupments.
Product Revenue
The Company's product revenue primarily consists of the Prosigna IVD breast cancer assay and, to a much lesser extent, related diagnostic kits and services. Product revenue from diagnostic kits is generally recognized upon shipment from the contract manufacturer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to governmental authorities.
Biopharmaceutical and Other Revenue
Accounts receivable from biopharmaceutical and other revenue was $2.2 million at September 30, 2026 and $3.6 million at December 31, 2025. Deferred revenue related to these agreements was $0.9 million at September 30, 2026 and $1.2 million at December 31, 2025. Following the restructuring proceedings affecting Veracyte SAS, as of August 2025 Veracyte SAS no longer provides biopharmaceutical services, contract manufacturing or contract development services. Revenue included in biopharmaceutical and other revenue for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Biopharmaceutical revenue | $ | $ | $ | $ | |||||||||||||||||||
| Contract manufacturing and testing | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Cost of Testing Revenue
The components of the Company's cost of testing revenue are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation, customer service, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test.
Cost of Product Revenue
Cost of product revenue consists primarily of costs of diagnostic kit components and reagents, labor, delivery costs and royalties for licensed technologies included in the Company's products. Subsequent to the restructuring proceedings affecting
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Veracyte SAS in August 2025, the costs of diagnostic kit components and reagents and labor costs are paid to a third-party contract manufacturer. The cost of the finished product is recognized in the period the related revenue is recognized.
Cost of Biopharmaceutical and Other Revenue
Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the Company to license or provide access to its assets or laboratory testing services, as well as costs incurred in providing contracted research and development and manufacturing activities. These costs are mainly composed of compensation, manufacturing and laboratory supplies, and pass-through costs. Following the restructuring proceedings affecting Veracyte SAS, as of August 2025 Veracyte SAS no longer provides biopharmaceutical services, contract manufacturing or contract development services.
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update, or ASU, 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
2. Net Income Per Common Share
Basic earnings per share, or EPS, is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. In loss periods, basic and diluted loss per share are identical since the effect of potentially dilutive common shares is antidilutive and therefore excluded. Potentially dilutive common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercises of equity awards and the average amount of unrecognized compensation expense for equity awards are
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assumed to be used to repurchase shares. The following table sets forth the computation of basic and diluted EPS (in thousands, except per-share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator for basic and diluted EPS — net income (A) | $ | $ | $ | $ | |||||||||||||||||||
| Denominator for basic EPS — weighted average shares (B) | |||||||||||||||||||||||
| Effect of potentially dilutive common stock from: | |||||||||||||||||||||||
| Shares of common stock subject to outstanding options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
| Dilutive potential common shares | |||||||||||||||||||||||
| Denominator for diluted EPS — adjusted weighted average shares and assumed conversions (C) | |||||||||||||||||||||||
| Basic EPS (A / B) | $ | $ | $ | $ | |||||||||||||||||||
| Diluted EPS (A / C) | $ | $ | $ | $ | |||||||||||||||||||
| Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: | |||||||||||||||||||||||
| Shares of common stock subject to outstanding options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
| Anti-dilutive potential common shares | |||||||||||||||||||||||
3. Balance Sheet Components
Goodwill
The changes in the carrying amounts of goodwill were as follows (in thousands of dollars):
| Amounts | |||||
Balance as of December 31, 2025 | $ | ||||
| Goodwill acquired - Convergent | |||||
Balance as of September 30, 2026 | $ | ||||
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Intangible Assets, Net
Intangible assets include finite-lived product technology, customer relationships, licenses and trade names and indefinite-lived in-process research and development. Intangible assets consisted of the following (in thousands of dollars):
| September 30, 2026 | December 31, 2025 | Weighted Average Remaining Amortization Period (Years) | |||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Percepta product technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Prosigna product technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Decipher product technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Decipher trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||
| C2i developed technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Manufacturing know-how | ( | ||||||||||||||||||||||||||||||||||||||||
| Convergent developed technology | ( | ||||||||||||||||||||||||||||||||||||||||
| Convergent trademarks and tradenames | ( | ||||||||||||||||||||||||||||||||||||||||
| Convergent customer relationships | ( | ||||||||||||||||||||||||||||||||||||||||
| Total finite-lived intangibles | ( | ( | |||||||||||||||||||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Acquisition-related intangibles are generally finite-lived and are carried at cost less accumulated amortization. Amortization of the finite-lived intangible assets is recognized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. During the second quarter of 2026 following the launch of TrueMRD, in-process research and development intangibles of $6.2 million were reclassified to C2i developed technology intangibles and is being amortized over its estimated useful life.
On August 31, 2026, the Company closed a transaction to acquire certain assets for $5.3 million in cash and two mandatory annual license fee payments of $3.0 million due following the first and second anniversaries of the closing date. The acquisition was accounted for as a business combination and resulted in the recording of $9.0 million of intangible assets for manufacturing know-how.
Amortization of $3.7 million and $3.3 million was recognized for the three months ended September 30, 2026 and 2025, respectively, and an expense of $10.1 million and $9.8 million was recognized for the nine months ended September 30, 2026 and 2025, respectively.
The estimated future aggregate amortization expense as of September 30, 2026 is as follows (in thousands of dollars):
| Year Ending December 31, | Amounts | ||||
| 2026 remainder of year | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Impairment of Assets
The Company concluded, during the second quarter of 2025, that the long-lived assets of the Veracyte SAS asset group were not recoverable. As a result, the Company recorded a $20.5 million non-cash impairment charge for the nine months
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ended September 30, 2025. The impairment related primarily to the Company's right-of-use assets; property, plant, and equipment; and certain tax credits. The impairment is included within the impairment of assets in the consolidated statement of operations.
Deconsolidation of Wholly-Owned Subsidiary
Effective August 1, 2025, the Company ceased to have a controlling interest in its wholly-owned French subsidiary, Veracyte SAS. Accordingly, the Company derecognized the related assets and liabilities from its condensed consolidated financial statements. Prior to deconsolidation, the operating results and cash flows of Veracyte SAS were included in the Company’s condensed consolidated financial statements. In accordance with ASC 810, Consolidation, the Company recognized a loss on deconsolidation of approximately $6.7 million, which is included in other income, net in the condensed consolidated statements of operations for the three months ended September 30, 2025.
Accrued Liabilities
Accrued liabilities consisted of the following (in thousands of dollars):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accrued compensation expenses | $ | $ | |||||||||
| Accrued other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
4. Business Combination
Convergent Genomics, Inc.
On September 14, 2026, or the Closing Date, the Company acquired 100 % of the outstanding equity interests of Convergent Genomics, Inc., or Convergent, a privately held company, through a merger under an Agreement and Plan of Merger, dated September 10, 2026, by and among the Company, Convergent, Compass Merger Sub, Inc., and Shareholder Representative Services LLC, which we refer to as the Convergent Acquisition. Convergent is a molecular diagnostics company that develops and commercializes UroAmp, a urine-based test for bladder cancers, including minimal residual disease, or MRD, monitoring in bladder cancer. The Convergent Acquisition adds Convergent’s UroAmp platform, including its proprietary urinary tumor DNA technology, to the Company’s development portfolio.
The total consideration for the Convergent Acquisition was $178.2 million, comprised of $154.7 million of cash consideration which includes amounts relating to the settlement of vested stock options of $13.1 million, amounts placed in escrow of $16.0 million, and net of cash acquired of $6.8 million. Other components of the cash consideration include $0.2 million deposited into a fund to cover the Convergent securityholders’ representative’s costs of administering post-closing matters and $1.4 million of seller transaction costs paid by the Company on behalf of Convergent. In addition to the cash consideration, the Company agreed to pay to Convergent securityholders up to $30.0 million in milestone-driven payments that are dependent on the achievement of reimbursement related milestones. The Company recognized a $23.5 million contingent consideration liability for the estimated fair value of the milestone payments which was included within within consideration transferred. The Company determined the estimated fair value of the contingent consideration based on a probability weighted expected return method. The fair value of the contingent milestone payments will be remeasured each quarter, with changes in fair value recognized within general and administrative expense.
In connection with the Convergent Acquisition, the Company deposited $16.0 million into escrow, consisting of $1.0 million to settle post-closing purchase price adjustments and $15.0 million to secure the Convergent securityholders’ indemnification obligations. The indemnification portion, net of pending claims, is released to the Convergent securityholders 12 months after the Closing Date. These escrowed amounts are included in the purchase price.
The Company also entered into retention arrangements with certain employees of Convergent, consisting of $1.6 million of cash retention and $2.7 million of restricted stock units. These arrangements are accounted for separately from the
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Convergent Acquisition and recognized as post-combination compensation expense over the service period. The Company incurred $1.7 million of transaction costs related to the Convergent Acquisition during the three months ended September 30, 2026, which were recorded as general and administrative expense.
The Company included financial results of Convergent in its consolidated financial statements from the Closing Date, which contributed no revenue and $0.3 million of operating loss, including $0.2 million of intangible asset amortization during the three months ended September 30, 2026.
Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the Convergent Acquisition at the Closing Date (in thousands of dollars):
| Amount | ||||||||
| Assets acquired: | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts Receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total identifiable assets acquired | ||||||||
| Accounts payable | ||||||||
| Accrued Liabilities | ||||||||
| Accrued employee transaction bonuses and promised option payment | ||||||||
| Deferred revenue | ||||||||
| Deferred tax liability | ||||||||
| Net identifiable assets acquired | ||||||||
| Goodwill | ||||||||
| Total purchase price | $ | |||||||
Based on the guidance provided in ASC 805, Business Combinations, the Company accounted for the Convergent Acquisition as a business combination in which the Company determined that Convergent was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.
The Company's purchase price allocation for the Convergent Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired, and liabilities assumed, are based on management’s estimates and assumptions and may be subject to change as additional information is received. The purchase price allocation involves significant judgment in estimating the fair values of acquired assets and liabilities, including intangible assets, goodwill and related tax impacts. As the analysis is finalized and additional information becomes available, these preliminary estimates may be revised during the measurement period, which could materially impact the Company's results of operations and financial position.
The intangible assets acquired included developed technology, trademarks and trade names and customer relationships. The preliminary fair value of the Company's intangible assets as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands of dollars, except useful life which is in years):
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| Fair Value | Estimated Useful Life | Valuation Method | ||||||||||||||||||
| Intangible assets acquired: | ||||||||||||||||||||
| Developed technology | $ | Multi-period excess earnings method | ||||||||||||||||||
| Trademarks and tradenames | Relief from royalty | |||||||||||||||||||
| Customer relationships | With-and-without | |||||||||||||||||||
| Total intangible assets acquired | $ | |||||||||||||||||||
The fair value of the finite-lived acquired developed technology intangible asset was determined using the multi-period excess earnings income approach. This approach determines fair value based on estimated cash flow projections which are discounted to present value using a risk-adjusted rate of return. Management’s estimated cash flow projections include significant assumptions, including forecasted revenue, the related revenue growth rates and the discount rate. The discount rate used to determine the fair value of the developed technology was 15 %.
The amortization expense for all acquired intangible assets will be recognized on a straight-line basis and recorded within intangible asset amortization.
5. Fair Value Measurements
The Company records certain of its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
•Level I: Inputs which include quoted prices in active markets for identical assets and liabilities;
•Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of the Company’s financial assets include treasury bills, money market funds and deposits for leases of the Company's facilities. As of September 30, 2026 and December 31, 2025, the Company had the following financial instruments measured at fair value (in thousands of dollars):
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| September 30, 2026 | Level I | Level II | Level III | Total | Balance Sheet Line | Recorded Method | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | Cash and cash equivalents | Fair value | ||||||||||||||||||||||||||||||||
| Treasury bills | Short-term investments | Amortized cost | ||||||||||||||||||||||||||||||||||||
| Certificates of deposit | Short-term investments | Amortized cost | ||||||||||||||||||||||||||||||||||||
| Deposits for the leases | Restricted cash | Fair value | ||||||||||||||||||||||||||||||||||||
| Loan receivable | Other assets | Amortized cost | ||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||
| Acquisition-related contingent consideration | $ | $ | $ | $ | Acquisition-related contingent consideration | Fair value | ||||||||||||||||||||||||||||||||
| December 31, 2025 | Level I | Level II | Level III | Total | Balance Sheet Line | Recorded Method | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | Cash and cash equivalents | Fair value | ||||||||||||||||||||||||||||||||
| Treasury bills | Cash and cash equivalents | Fair value | ||||||||||||||||||||||||||||||||||||
| Treasury bills | Short-term investments | Amortized cost | ||||||||||||||||||||||||||||||||||||
| Deposits for the leases | Restricted cash | Fair value | ||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||
| Acquisition-related contingent consideration | $ | $ | $ | $ | Acquisition-related contingent consideration | Fair value | ||||||||||||||||||||||||||||||||
There were no transfers between Levels 1, 2 or 3 for the nine months ended September 30, 2026 and 2025.
The contingent consideration related to the Convergent Acquisition as discussed in Note 4, Business Combination, is dependent on the achievement of certain milestones and is payable in cash of up to $30 million and was valued at $23.5 million. The fair value of the contingent consideration related to the Convergent Acquisition will be remeasured to fair value at each reporting date until the contingent consideration is settled, with the corresponding changes included in general and administrative expense. As of September 30, 2026, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $6.4 million of the contingent consideration is included in short term liabilities at September 30, 2026.
As of September 30, 2026 and December 31, 2025, the contingent consideration related to the acquisition of the exclusive global diagnostic license to the nCounter Analysis System was remeasured to $0.5 million and $1.6 million, respectively. For the three and nine months ended September 30, 2026, reversal of expense of $0.4 million and $1.1 million, respectively, was recorded, and for the three and nine months ended September 30, 2025, reversal of expense of zero and $1.0 million, respectively, was recorded. As of September 30, 2026, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $0.3 million of the contingent consideration is included in short term liabilities at September 30, 2026.
The fair value of contingent consideration includes inputs that are not observable in the market. The estimation of the fair value of the contingent consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related milestones would be achieved and estimating the Company's borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones and the borrowing rate can significantly affect the
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estimated fair value of the contingent consideration. As of September 30, 2026 and December 31, 2025, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs:
| Value or Range (Weighted-Average) | ||||||||||||||
| Unobservable input | September 30, 2026 | December 31, 2025 | ||||||||||||
| Discount rate | ||||||||||||||
| Probability of achievement | ||||||||||||||
Short-Term Investments Held-to-Maturity
The Company's short-term investments consist of United States treasury securities and certificates of deposit with maturities, at the time of purchase, that were between three months and one year. Based upon the Company's intent and ability to hold its short-term investments to maturity, the Company classified these investments as held-to-maturity and recorded them at amortized cost. As of September 30, 2026 and December 31, 2025, the Company had the following short-term investments (in thousands of dollars):
| September 30, 2026 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Fair Value | ||||||||||||||||||||
| Treasury bills | $ | $ | $ | ( | $ | ||||||||||||||||||
| Certificates of deposit | ( | ||||||||||||||||||||||
| Total short-term investments | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Fair Value | ||||||||||||||||||||
| Treasury bills | $ | $ | $ | $ | |||||||||||||||||||
6. Commitments and Contingencies
Operating Leases
The Company leases office and laboratory facilities in the U.S., including in South San Francisco, San Diego and Morgan Hill, California and Austin, Texas, and, prior to August 2025, in Marseille, France. Effective August 2025, in connection with the restructuring proceeding in Veracyte SAS, the Company is no longer a party to the lease in Marseille, France. The lease terms of the Company’s leases as of September 30, 2026 extend to March 2040 and contain extension of lease terms and expansion options. The leases have a weighted average remaining lease term of 10.6 years as of September 30, 2026. The Company had deposits of $1.6
The Company determined its operating lease liabilities using payments through their current expiration dates and a weighted average discount rate of 11.4 % based on the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment. Operating lease liabilities along with the associated right-of-use assets are disclosed in the accompanying condensed consolidated balance sheets. The Company classified its deferred rent for tenant improvements with its operating lease right-of-use assets on the consolidated balance sheets.
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Future minimum lease payments under non-cancelable operating leases as of September 30, 2026 are as follows (in thousands of dollars):
| Year Ending December 31, | Amounts | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future minimum lease payments | |||||
| Less: amount representing interest | |||||
| Present value of future lease payments | |||||
| Less: short-term lease liabilities | |||||
| Long-term lease liabilities | $ | ||||
The Company recognizes operating lease expense on a straight-line basis over the non-cancelable lease period. The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | $ | $ | |||||||||||||||||||
Contingencies
From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Although the outcomes of such matters cannot be predicted with certainty, the Company believes there is no litigation pending that could have, either individually or in the aggregate, a material adverse impact on the Company's consolidated financial statements.
On May 1, 2025, the Company filed a complaint in federal court in the Eastern District of Texas alleging that Sonic Healthcare USA, Inc., the healthcare company that is believed to offer ThyroSeq v3, is infringing three of the Company’s patents related to molecular testing of thyroid nodules. The complaint seeks treble damages, attorneys’ fees and costs as well as injunctive relief. On June 4, 2025, the Company filed an amended complaint asserting two additional patents. On July 21, 2025, Sonic Healthcare USA, Inc. filed an answer and a motion to dismiss. The court denied Sonic Healthcare USA, Inc.’s motion to dismiss on January 20, 2026. The parties attended the claim construction hearing on July 15, 2026. On July 21, 2026 and October 22, 2026, ex parte reexaminations of two of the asserted patents were granted by the United States Patent and Trademark Office. Both parties filed summary judgment motions on October 26, 2026. The jury trial in the litigation is currently scheduled for the first quarter of next year.
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7. Stockholders’ Equity
Common Stock
The Company had reserved shares of common stock for issuance as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Stock options and restricted stock units issued and outstanding | |||||||||||
| Stock options and restricted stock units available for grant under stock option plans | |||||||||||
| Common stock available for the Employee Stock Purchase Plan | |||||||||||
| Total | |||||||||||
8. Components of Other Income
Other income, net consists of the following (in thousands of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Settlement of escrow claims | |||||||||||||||||||||||
| Loss on deconsolidation of subsidiary | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Gain (loss) on currency revaluation | ( | ( | |||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||
9. Segment
The chief operating decision maker for the Company is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company has a single reporting unit associated with the development and commercialization of diagnostic tests and biopharmaceutical services. The accounting policies of the Company's single segment are the same as those described in the summary of significant accounting policies in Note 1, Organization, Description of Business and Summary of Significant Accounting Policies. The chief operating decision maker assesses performance of the Company's single segment and decides how to allocate resources based on consolidated net income. Under the current organizational structure, this measure is not discretely available or required individually for any of the Company’s business activities and is only available at the consolidated level. The monitoring of budgeted versus actual results are used in assessing performance of the Company's single segment, allocating resources and in establishing management’s compensation. The Company's chief operating decision maker intends for all revenue generating activities to rely on cross-functional activities across the consolidated entity in order to operate. No individual besides the chief operating decision maker has been tasked with reviewing discrete operating results of the business activities, nor is there any intent to bifurcate the overall business review process to produce discrete operating results specific to any of the Company's business activities. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. Consolidated revenue does not include any inter-segment sales or transfers.
20
Information about reported segment revenue, measures of segment profit or loss, significant segment expenses and reconciliation to income from operations was as follows (in thousands of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Testing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Product revenue | |||||||||||||||||||||||
| Biopharmaceutical and other revenue | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Cost of testing revenue: | |||||||||||||||||||||||
| Laboratory supplies and reagents expense | |||||||||||||||||||||||
| Sample collection expense | |||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Other cost of testing revenue (1) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | |||||||||||||||||||||||
| Total cost of testing revenue | |||||||||||||||||||||||
| Cost of product revenue: | |||||||||||||||||||||||
| Product costs | |||||||||||||||||||||||
| License fees and royalties | |||||||||||||||||||||||
| Other cost of product revenue (2) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | |||||||||||||||||||||||
| Total cost of product revenue | |||||||||||||||||||||||
| Cost of biopharmaceutical and other revenue: | |||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Other cost of biopharmaceutical and other revenue (3) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | |||||||||||||||||||||||
| Total cost of biopharmaceutical and other revenue | |||||||||||||||||||||||
| Intangible asset amortization - cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development: | |||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Direct research and development expense | |||||||||||||||||||||||
| Other research and development expenses (4) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | |||||||||||||||||||||||
| Total research and development | |||||||||||||||||||||||
| Selling and marketing: | |||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Direct marketing expense | |||||||||||||||||||||||
| Other selling and marketing expenses (5) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | |||||||||||||||||||||||
| Total selling and marketing | |||||||||||||||||||||||
| General and administrative: | |||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Other general and administrative expenses (6) | |||||||||||||||||||||||
| Allocation of facilities and IT expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total general and administrative | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Intangible asset amortization - operating expenses | |||||||||||||||||||||||
| Other (income) loss, net | ( | ( | ( | ||||||||||||||||||||
| Income tax provision (benefit) | ( | ( | ( | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
21
________________
(1)Other cost of testing revenue includes cytopathology services, depreciation and amortization and other expenses.
(2)Other cost of product revenue includes contract manufacturing fees, license fees and royalties, depreciation and amortization and other expenses.
(3)Other cost of biopharmaceutical and other revenue includes professional fees, information technology expense, depreciation and amortization and other expenses.
(4)Other research and development expenses include depreciation and amortization and other expenses.
(5)Other selling and marketing expenses include travel, entertainment, conference and other expenses.
(6)Other general and administrative expenses include professional fees, information technology expense, occupancy costs, depreciation and amortization, contingent consideration and other expenses.
10. Income Taxes
The provision (benefit) for income taxes is based on the current estimate of the annual effective tax rate applied to the Company’s year to date income and is adjusted for discrete items recorded in the period. For the three months ended September 30, 2026 and 2025, the Company’s effective tax rate was (49.2 )% and (1.3 )%, respectively. For the nine months ended September 30, 2026 and 2025, the Company’s effective tax rate was (10.4 )% and 8.6 %, respectively. For the nine months ended September 30, 2026, the primary difference between the effective tax rate and the federal statutory rate is primarily attributable to the release of a pre‑existing valuation allowance on the Company's federal and state deferred tax assets. For the nine months ended September 30, 2025, the primary difference between the effective tax rate and the federal statutory rate is driven by unfavorable permanent differences, offset by benefits from the One Big Beautiful Bill Act, or the OBBBA, and the full valuation allowance the Company has established on its federal, state and foreign net operating losses and credits.
The Company recorded income tax benefit of $10.4 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, and recorded income tax benefit of $8.1 million and expense of $2.4 million for the nine months ended September 30, 2026 and 2025, respectively. The benefit for income taxes recorded in the nine months ended September 30, 2026 consists primarily of a discrete income tax benefit related to the release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities for the acquisition of Convergent. The provision for income taxes recorded in the nine months ended September 30, 2025 consists primarily of federal, state and foreign income taxes incurred by a subsidiary associated with the Company’s Decipher product line.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, or our Annual Report.
As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those set forth herein under the heading “Special Note Regarding Forward-Looking Statements” and in the section titled “Risk Factors” under Part II, Item 1A of this report and under Part I, Item 1A of our Annual Report. Historical results are not necessarily indicative of future results.
When used in this report, all references to "Veracyte," the "company," "we," "our" and "us" refer to Veracyte, Inc., together with its consolidated subsidiaries, unless otherwise noted.
The following is a non-exhaustive list of Veracyte and its affiliates’ trademarks and/or registered trademarks in the United States and certain other countries: Afirma, Decipher, Envisia, GenomeDx, GRID, Percepta, Prosigna, TrueMRD, UroAmp, Veracyte, and the Veracyte logo. nCounter is the registered trademark of Bruker Spatial Biology, Inc. and used by Veracyte under license.
Overview
We are a global diagnostics company whose mission is to transform cancer care for patients all over the world. We do that by empowering clinicians with the high-value insights they need to guide and assure patients at pivotal moments along their cancer journey. Our high-performing tests enable clinicians to make more confident diagnostic, prognostic and predictive treatment decisions, as well as to detect disease recurrence. Insights from our tests help patients avoid unnecessary procedures and interventions and accelerate time to appropriate treatment, thereby improving outcomes and personalizing care decisions.
We serve global markets with two complementary models. In the United States, we offer laboratory developed tests, or LDTs, through our centralized CLIA certified laboratories in South San Francisco and San Diego, California, supported by our cytopathology lab in Austin, Texas. Additionally, outside of the United States, we provide in vitro diagnostic, or IVD, tests to patients through diagnostic kits sold to laboratories and hospitals that can perform the tests locally. Our international distribution of IVDs is focused on breast cancer with our Prosigna Breast Cancer Assay kits. In the United States, we currently offer tests in prostate cancer (Decipher Prostate), thyroid cancer (Afirma), breast cancer (Prosigna) and bladder cancer (Decipher Bladder and TrueMRD for MIBC).
In September 2026, we acquired Convergent Genomics, Inc., or Convergent, which added Convergent's UroAmp platform, including its proprietary urinary tumor DNA, or utDNA, technology, to our development portfolio.
We believe our broad menu of advanced diagnostic tests, combined with our ability to deliver them globally, differentiates us in the diagnostics industry.
We are also aiming to further expand our role across the cancer continuum by extending the use of our TrueMRD test into new indications. This will broaden the use of our portfolio of tests from prognosis and prediction to monitoring the success of a therapeutic or surgical intervention. In this way, across the cancer continuum, we can support the determination of the best course of action for each patient.
Macroeconomic Factors
Recent macroeconomic factors, such as interest rate fluctuations and inflation in the United States and other markets, evolving international trade policies and government actions relating to tariffs, as well as volatility in the global banking and finance systems, geopolitical challenges and other measures that restrict international trade, have resulted in volatility in the capital and credit markets globally. Moreover, the continued fluctuation and reduced valuation of the U.S. dollar compared to other currencies has impacted and may continue to impact our results of operations. We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions as appropriate. In addition, macroeconomic effects of regional conflicts like those in the Middle East and between Russia and Ukraine may adversely impact our business and operating results. Finally, the ongoing conflict in the Middle East
23
and related political, military and security conditions in and around Israel may disrupt our Israel business operations and employees that we acquired through our acquisition of 100% of the outstanding equity interests of C2i.
The extent of the impact of macroeconomic factors on our future liquidity and operational performance will depend on future developments and their impact on our customers' operations and our sales and renewal cycles. We may also be adversely affected by further changes in central bank policies and fluctuations in interest rates, rates of inflation, and changes in foreign currency exchange rates. See "Risk Factors" for further discussion.
Factors Affecting Our Performance
Reported Total Test Volume
Our performance currently depends on the number of tests that we perform and report as completed in our CLIA-certified laboratories and the number of tests purchased by our customers, which we refer to as our reported total test volume. Factors impacting our reported total test volume include, but are not limited to:
•the number of samples that we receive that meet the medical indication for each test performed;
•the quantity and quality of the sample received;
•receipt of the necessary documentation, such as physician order and patient consent, required to perform, bill and collect for our tests;
•the patient's ability to pay or provide necessary insurance coverage for the tests performed;
•the time it takes us or our customers to perform our tests and report the results, including as a result of supply chain challenges (including quality and supply of single-source reagents and consumables);
•the seasonality inherent in our business, such as the impact of workdays per period, weather-related disruptions, timing of industry conferences and timing of when patient deductibles are exceeded, which also impacts the reimbursement we receive from insurers;
•fluctuations in demand for our product test kits, including as a result of higher average selling prices and overall spending constraints across our industry; and
•our ability to obtain prior authorization or meet other requirements instituted by payers, benefit managers, or regulators necessary to be paid for our tests.
Continued Adoption of and Reimbursement for our Products
Revenue growth depends on our ability to secure coverage decisions, achieve broader reimbursement from third-party payers, obtain prior authorization, expand our base of prescribing physicians and increase our penetration in existing accounts. Because some payers consider our products experimental and investigational, we may not receive payment for tests and payments we receive may not be at acceptable levels. We expect our revenue growth to increase if more payers make a positive coverage decision and as payers enter into contracts with us, which should enhance our revenue and cash collections.
Our sales teams are aligned under our general manager-based structure to focus on specific products and markets. If we are unable to expand the base of prescribing physicians and penetration within these accounts at an acceptable rate, or if we are not able to execute our strategy for increasing reimbursement and associated collections, we may not be able to effectively increase our revenue. We expect to continue to see pressure from payers to limit the utilization of tests, generally, and we believe more payers are deploying cost containment tactics, such as requiring prior authorization, reduction of the payer portion of reimbursement and employing laboratory benefit managers to reduce utilization rates. Revenue growth also depends on our ability to secure reimbursement from government payers at a reimbursement rate that is consistent with past reimbursement rates. Changes or implementation of government regulations or reimbursement policies, including under the Protecting Access to Medicare Act of 2014, or PAMA, could result in lower reimbursement rates for our tests. Any such reductions could negatively affect our revenues and margins.
Integrating Acquisitions
Revenue growth, operational results and advances to our test offering strategy depend on our ability to integrate any acquisitions into our existing business and effectively scale their operations. The integration of acquired assets and other strategic transactions that we may pursue may impact our revenue growth, increase the cost of operations or may require management resources that otherwise would be available for ongoing development of our existing business.
24
New Product Development
A significant aspect of our business is our investment in development activities, including activities related to the development of new tests, such as the development of our TrueMRD platform in additional indications and UroAmp, as well as modifications and enhancements to our current tests, including Decipher Prostate. In addition to these development activities, we also perform clinical evidence studies which are critical to gaining clinician adoption of our tests, driving favorable coverage decisions by payers, as well as gaining guideline inclusion for such tests.
How We Recognize Revenue
We recognize revenue in accordance with the provisions of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers, or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.
Testing Revenue
We generally bill for testing services at the time of test completion, upon delivery of a patient report to the prescribing physician. We recognize revenue based on estimates of the cash amount that will ultimately be collected. In determining the amount to accrue for a delivered test, we consider factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and us, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions. Upon ultimate collection, the amount received is compared to previous estimates and the amount accrued is adjusted accordingly.
Generally, cash we receive is collected within 12 months of the date the test is billed. We cannot provide any assurance as to when, if ever, or to what extent, any of these amounts will be collected. Notwithstanding our efforts to obtain payment for these tests, payers may deny our claims, in whole or in part, and we may never receive payment for these tests. Our ability to increase our testing revenue will depend on our ability to penetrate the market, obtain positive coverage policies from additional third-party payers, obtain reimbursement and/or enter into contracts with additional third-party payers for our current and new tests, and increase reimbursement rates for tests performed. Finally, should the judgments underlying our estimated reimbursement change, our accrued revenue and financial results could be negatively impacted in future periods.
We bill list price regardless of contract rate, but only recognize revenue from amounts that we estimate are collectible and meet our revenue recognition criteria. Revenue may not be equal to the billed amount due to a number of factors that we consider when determining revenue accrual rates, including differences in reimbursement rates, the amounts of patient co-payments and co-insurance, the existence of secondary payers, claims denials and the amount we expect to ultimately collect. Finally, when we increase our list price, it will increase the cumulative amounts billed but not positively impact accrued revenue. In addition, payer contracts generally include the right of offset and payers may offset payments prior to resolving disputes over tests performed.
Generally, we determine accrual rates by calculating an average of reimbursement from all payers for tests performed over a four-quarter period as it reduces the effects of temporary volatility and seasonality. The periods selected to determine accrual rates typically are at least six months old because it takes a significant period of time to collect from some payers. We may also determine accrual rates based on other factors such as coverage decisions, contracts, or more recent reimbursement data as appropriate.
The average test reimbursement rates will change over time due to a number of factors, including medical coverage decisions by payers, the effects of contracts signed with payers, changes in allowed amounts by payers, our ability to successfully win appeals for payment, and our ability to collect cash payments from third-party payers and individual patients. Historical average reimbursement is not necessarily indicative of future average reimbursement.
We incur expense for tests in the period in which the test is conducted and recognize revenue for tests in the period in which our revenue recognition criteria are met.
25
Product Revenue
Our product revenue consists primarily of international sales of the Prosigna breast cancer IVD and related diagnostic kits, and services. We recognize product revenue when control of the promised goods is transferred to our customers, in an amount that reflects the consideration expected to be received in exchange for those products. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer, either on its own or together with other resources that are readily available to the customer, and is separately identified in the contract. Performance obligations are considered satisfied once we have transferred control of a product to the customer, meaning the customer has the ability to use and obtain the benefit of the product. We recognize product revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control. Shipping and handling costs incurred for product shipments are charged to our customers and included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to government authorities.
Financial Overview
Revenue
Through September 30, 2026, we derived the majority of our revenue as testing revenue from the sale of Decipher Prostate and Afirma tests, delivered primarily to physicians in the United States. We generally invoice third-party payers upon delivery of a patient report to the prescribing physician. As such, we take the assignment of benefits and the risk of cash collection from the third-party payer and individual patients. Third-party payers and other customers in excess of 10% of total revenue and their related revenue as a percentage of total revenue were as follows for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Medicare | 33 | % | 33 | % | 33 | % | 33 | % | |||||||||||||||
| UnitedHealthcare | 13 | % | 14 | % | 11 | % | 14 | % | |||||||||||||||
| 46 | % | 47 | % | 44 | % | 47 | % | ||||||||||||||||
In the above table, Medicare Advantage plans are included with their associated private payer amounts and Medicare amounts do not include Medicare Advantage.
Cost of Testing Revenue
The components of our cost of testing revenue are sample collection kit costs, reagent expenses, compensation expense, license fees and royalties, depreciation, customer service, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. We expect cost of testing revenue in absolute dollars to increase as the number of tests we perform increases. However, we expect that the cost per test will decrease over time due to leveraging fixed costs, efficiencies we may gain as test volume increases and process enhancements such as automation, implementation of new technologies and other cost reductions. As we introduce new tests, initially our cost per test will be high as we expect to run suboptimal batch sizes, quality control batches, test batches, registry samples, and generally incur costs that may suppress or reduce gross margins. This will disproportionately increase our aggregate cost of testing revenue until we achieve processing efficiencies.
Cost of Product Revenue
Our cost of product revenue consists primarily of costs of diagnostic kit components and reagents, labor, delivery costs and royalties for licensed technologies included in our products. Subsequent to the restructuring proceedings affecting Veracyte SAS in August 2025, the costs of diagnostic kit components and reagents and labor costs are paid to a third-party contract manufacturer. As our Prosigna test kits are sold in various configurations with different numbers of tests, our product cost per test will continue to vary based on the specific kit configuration purchased by customers.
26
Intangible Asset Amortization - Cost of Revenue
Our finite-lived intangible assets, acquired in business combinations, are being amortized over 3 to 15 years, using the straight-line method. Intangible asset amortization - cost of revenue includes amortization of finite-lived intangible assets related to developed and product technology utilized in our current product and service offerings and customer backlog.
Research and Development
Research and development expenses primarily include compensation expense, direct research and development expenses such as laboratory supplies and costs associated with setting up and conducting clinical studies at domestic and international sites, software development expenses, professional fees, depreciation and amortization, other miscellaneous expenses and allocation of facility and information technology expenses. Further, research and development expenses include costs to collect clinical samples and conduct clinical studies to develop and support our products and pipeline, as well as develop future technology. We expense all research and development costs in the periods in which they are incurred. We incurred a majority of our research and development expenses in the nine months ended September 30, 2026 and the year ended December 31, 2025 in support of the development and validation of additional TrueMRD indications, enhancements to our current tests, the development of new IVD products and discovery. Going forward, we expect to incur significant expense as we invest in the continued development of our innovation engine.
Selling and Marketing
Selling and marketing expenses consist of compensation expenses, direct marketing expenses, professional fees, other expenses such as travel and communications costs, as well as allocation of facility and information technology expenses. Our sales team of approximately 142 representatives is organized by business unit in the U.S., with separate teams calling on thyroid cancer physicians, urologic cancer physicians and breast medical oncologists. The business units have dedicated marketing support, as well as a marketing operations team that serves the commercial organization broadly. Prosigna sales outside of the U.S. are led by country managers and sales teams that call on laboratories and breast cancer oncologists.
General and Administrative
General and administrative expenses include compensation expenses for executive officers and administrative, billing personnel, professional fees for legal and audit services, including costs related to acquisitions, occupancy costs, depreciation and amortization, and other expenses such as information technology, acquisition related costs and miscellaneous expenses, offset by allocation of facility and information technology expenses to other functions. We expect general and administrative expenses to continue to increase in absolute terms as we build our infrastructure to scale revenue growth while declining as a percentage of revenue.
Intangible Asset Amortization - Operating Expenses
Our finite-lived intangible assets, acquired in business combinations, are being amortized over 5 to 15 years, using the straight-line method. Intangible asset amortization - operating expenses includes amortization of finite-lived intangible assets related to developed technology utilized in the development of future product and service offerings, trade names and customer relationships.
Other Income (Loss), Net
Other income (loss), net consists primarily of interest income from our cash held in interest bearing accounts and our short-term investments, realized and unrealized gains and losses on foreign currency transactions, settlement of escrow claims, loss on the deconsolidation of Veracyte SAS and, prior to the restructuring proceedings affecting Veracyte SAS in August 2025, French tax credits.
27
Results of Operations
Comparison of the three and nine months ended September 30, 2026 and 2025 (in thousands of dollars, except percentages and test volume):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | 2026 | 2025 | Change | % | ||||||||||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Testing revenue | $ | 146,419 | $ | 127,756 | $ | 18,663 | 15% | $ | 427,171 | $ | 357,328 | $ | 69,843 | 20% | |||||||||||||||||||||||||||||||||
| Product revenue | 4,626 | 3,301 | 1,325 | 40% | 12,163 | 10,479 | 1,684 | 16% | |||||||||||||||||||||||||||||||||||||||
| Biopharmaceutical and other revenue | 709 | 815 | (106) | (13)% | 1,812 | 8,702 | (6,890) | (79)% | |||||||||||||||||||||||||||||||||||||||
| Total revenue | 151,754 | 131,872 | 19,882 | 15% | 441,146 | 376,509 | 64,637 | 17% | |||||||||||||||||||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of testing revenue | 38,477 | 33,777 | 4,700 | 14% | 108,092 | 94,444 | 13,648 | 14% | |||||||||||||||||||||||||||||||||||||||
| Cost of product revenue | 2,766 | 3,015 | (249) | (8)% | 7,172 | 6,186 | 986 | 16% | |||||||||||||||||||||||||||||||||||||||
| Cost of biopharmaceutical and other revenue | 142 | 1,091 | (949) | (87)% | 357 | 7,361 | (7,004) | (95)% | |||||||||||||||||||||||||||||||||||||||
| Intangible asset amortization - cost of revenue | 3,265 | 2,707 | 558 | 21% | 8,713 | 7,959 | 754 | 9% | |||||||||||||||||||||||||||||||||||||||
| Total cost of revenue | 44,650 | 40,590 | 4,060 | 10% | 124,334 | 115,950 | 8,384 | 7% | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 107,104 | 91,282 | 15,822 | 17% | 316,812 | 260,559 | 56,253 | 22% | |||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 32,159 | 15,981 | 16,178 | 101% | 88,699 | 49,965 | 38,734 | 78% | |||||||||||||||||||||||||||||||||||||||
| Selling and marketing | 28,652 | 24,455 | 4,197 | 17% | 84,071 | 74,225 | 9,846 | 13% | |||||||||||||||||||||||||||||||||||||||
| General and administrative | 29,302 | 27,278 | 2,024 | 7% | 80,425 | 93,417 | (12,992) | (14)% | |||||||||||||||||||||||||||||||||||||||
| Impairment of assets | — | — | — | —% | — | 20,505 | (20,505) | (100)% | |||||||||||||||||||||||||||||||||||||||
| Intangible asset amortization - operating expenses | 422 | 622 | (200) | (32)% | 1,422 | 1,865 | (443) | (24)% | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 90,535 | 68,336 | 22,199 | 32% | 254,617 | 239,977 | 14,640 | 6% | |||||||||||||||||||||||||||||||||||||||
| Income from operations | 16,569 | 22,946 | (6,377) | (28)% | 62,195 | 20,582 | 41,613 | 202% | |||||||||||||||||||||||||||||||||||||||
| Other income (loss), net | 4,553 | (4,057) | 8,610 | (212)% | 15,424 | 6,985 | 8,439 | 121% | |||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 21,122 | 18,889 | 2,233 | 12% | 77,619 | 27,567 | 50,052 | 182% | |||||||||||||||||||||||||||||||||||||||
| Income tax provision (benefit) | (10,381) | (248) | (10,133) | 4,086% | (8,081) | 2,363 | (10,444) | (442)% | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 31,503 | $ | 19,137 | $ | 12,366 | 65% | $ | 85,700 | $ | 25,204 | $ | 60,496 | 240% | |||||||||||||||||||||||||||||||||
| Other Operating Data: | |||||||||||||||||||||||||||||||||||||||||||||||
| Diagnostic tests reported | 49,498 | 43,679 | 5,819 | 13% | 143,135 | 124,198 | 18,937 | 15% | |||||||||||||||||||||||||||||||||||||||
| Product tests sold | 3,246 | 2,209 | 1,037 | 47% | 8,191 | 7,311 | 880 | 12% | |||||||||||||||||||||||||||||||||||||||
| Total test volume | 52,744 | 45,888 | 6,856 | 15% | 151,326 | 131,509 | 19,817 | 15% | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | 5,980 | $ | 5,267 | $ | 713 | 14% | $ | 16,247 | $ | 16,117 | $ | 130 | 1% | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | $ | 13,959 | $ | 10,757 | $ | 3,202 | 30% | $ | 40,806 | $ | 32,700 | $ | 8,106 | 25% | |||||||||||||||||||||||||||||||||
Revenue
Revenue increased $19.9 million for the three months ended September 30, 2026 compared to the same period in 2025. This was primarily due to a $18.7 million increase in testing revenue. The 15% growth in testing revenue was primarily driven by a 13% volume increase, improved average selling price, or ASP, and prior period collections, or PPCs.
Revenue increased $64.6 million for the nine months ended September 30, 2026 compared to the same period in 2025. This was primarily due to a $69.8 million increase in testing revenue partially offset by a $6.9 million decrease in our biopharmaceutical and other revenue. The 20% growth in testing revenue was primarily driven by a 15% volume increase, as well as improved ASP and PPCs. The Biopharmaceutical and other revenue decrease was due to the discontinuation of biopharmaceutical services, contract manufacturing or contract development services previously conducted in France, following the restructuring proceedings affecting Veracyte SAS, as of August 2025.
Product revenue increased $1.3 million and $1.7 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025.
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Cost of revenue
Comparison of the three and nine months ended September 30, 2026 and 2025 is as follows (in thousands of dollars, except percentages):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | % | 2026 | 2025 | Change | % | ||||||||||||||||||||||||||||||||||||||||
| Cost of testing revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Laboratory supplies and reagents expense | $ | 14,807 | $ | 14,766 | $ | 41 | — | % | $ | 40,968 | $ | 43,134 | $ | (2,166) | (5) | % | |||||||||||||||||||||||||||||||
| Sample collection expense | 3,707 | 3,078 | 629 | 20 | % | 10,638 | 9,398 | 1,240 | 13 | % | |||||||||||||||||||||||||||||||||||||
| Compensation expense | 10,839 | 6,273 | 4,566 | 73 | % | 30,501 | 17,906 | 12,595 | 70 | % | |||||||||||||||||||||||||||||||||||||
| Cytopathology services | 1,680 | 1,629 | 51 | 3 | % | 5,025 | 4,700 | 325 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 822 | 501 | 321 | 64 | % | 2,122 | 1,487 | 635 | 43 | % | |||||||||||||||||||||||||||||||||||||
| Other expenses | 3,376 | 4,326 | (950) | (22) | % | 9,552 | 7,830 | 1,722 | 22 | % | |||||||||||||||||||||||||||||||||||||
| Allocations | 3,246 | 3,204 | 42 | 1 | % | 9,286 | 9,989 | (703) | (7) | % | |||||||||||||||||||||||||||||||||||||
| Total | $ | 38,477 | $ | 33,777 | $ | 4,700 | 14 | % | $ | 108,092 | $ | 94,444 | $ | 13,648 | 14 | % | |||||||||||||||||||||||||||||||
| Cost of product revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Product costs | $ | 2,128 | $ | 1,050 | $ | 1,078 | 103 | % | $ | 5,513 | $ | 1,864 | $ | 3,649 | 196 | % | |||||||||||||||||||||||||||||||
| License fees and royalties | 420 | 257 | 163 | 63 | % | 1,069 | 888 | 181 | 20 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 47 | 110 | (63) | (57) | % | 188 | 471 | (283) | (60) | % | |||||||||||||||||||||||||||||||||||||
| Other expenses | 167 | 1,562 | (1,395) | (89) | % | 391 | 2,509 | (2,118) | (84) | % | |||||||||||||||||||||||||||||||||||||
| Allocations | 4 | 36 | (32) | (89) | % | 11 | 454 | (443) | (98) | % | |||||||||||||||||||||||||||||||||||||
| Total | $ | 2,766 | $ | 3,015 | $ | (249) | (8) | % | $ | 7,172 | $ | 6,186 | $ | 986 | 16 | % | |||||||||||||||||||||||||||||||
| Cost of biopharmaceutical and other revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Compensation expense | $ | — | $ | 426 | $ | (426) | (100) | % | $ | — | $ | 3,318 | $ | (3,318) | (100) | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | — | 10 | (10) | (100) | % | 17 | 109 | (92) | (84) | % | |||||||||||||||||||||||||||||||||||||
| Other expenses | 142 | 602 | (460) | (76) | % | 340 | 3,009 | (2,669) | (89) | % | |||||||||||||||||||||||||||||||||||||
| Allocations | — | 53 | (53) | (100) | % | — | 925 | (925) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Total | $ | 142 | $ | 1,091 | $ | (949) | (87) | % | $ | 357 | $ | 7,361 | $ | (7,004) | (95) | % | |||||||||||||||||||||||||||||||
| Intangible asset amortization - cost of revenue | $ | 3,265 | $ | 2,707 | $ | 558 | 21 | % | $ | 8,713 | $ | 7,959 | $ | 754 | 9 | % | |||||||||||||||||||||||||||||||
Cost of testing revenue increased $4.7 million, or 14%, for the three months ended September 30, 2026 compared to the same period in 2025. The assignment of customer service expenses directly to cost of revenue contributed to $2.2 million of the increase. The remainder was due to increased volume in testing, higher staffing to support higher volume and new test launches, and the build out of infrastructure related to current and future growth expectations. These increases were partially offset by lab efficiencies and lower allocated expenses.
Cost of testing revenue increased $13.6 million, or 14%, for the nine months ended September 30, 2026 compared to the same period in 2025. The assignment of customer service expenses directly to cost of revenue contributed to $6.2 million of the increase. The remainder was due to increased volume in testing, higher staffing to support higher volume, and the build out of infrastructure related to current and future growth expectations. These increases were partially offset by lab efficiencies and lower allocated expenses.
Cost of product revenue decreased $0.2 million, or 8%, for the three months ended September 30, 2026 and increased $1.0 million, or 16%, for the nine months ended September 30, 2026 compared to the same periods in 2025. The decrease for the three months ended September 30, 2026 is related to start up costs associated with the transition to contract manufacturing for the Prosigna kits in August 2025. The increase for the nine months ended September 30, 2026 is primarily related to the transition to contract manufacturing.
Cost of biopharmaceutical and other revenue includes labor costs, laboratory supplies and pass-through expenses incurred. Cost of biopharmaceutical and other revenue for the three and nine months ended September 30, 2026 decreased by
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$0.9 million and $7.0 million, respectively, compared to the same periods in 2025, driven primarily by a continued decline in biopharmaceutical services, as well as contract development and manufacturing services projects as a result of the restructuring proceedings affecting Veracyte SAS that were underway throughout 2025.
Research and development
Research and development expense increased $16.2 million, or 101%, for the three months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to a $6.5 million increase from the assignment of research and development related software expenses previously accounted for in general and administrative which had been partially allocated. This was due to these expenses now being fully dedicated to product development objectives. Compensation expense associated with added headcount and annual merit increases also increased as did spend supporting direct research and product development expense related to our ongoing development costs for our IVD and CLIA tests.
Research and development expense increased $38.7 million, or 78%, for the nine months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to a $19.0 million increase from the assignment of research and development related software expenses previously accounted for in general and administrative which had been partially allocated. Spend supporting direct research and product development expense related to our ongoing development costs for our CLIA tests and MRD strategies increased but was partially offset by the impact of the deconsolidation of Veracyte SAS in August 2025.
Selling and marketing
Selling and marketing expense increased $4.2 million, or 17%, for the three months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to annual compensation increases and headcount additions. Direct marketing expense increased primarily due to expenses related to the launch of new tests and conference timing.
Selling and marketing expense increased $9.8 million, or 13%, for the nine months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to annual merit increases and headcount additions. Direct marketing expense increased primarily due to website design costs and expenses related to the launch of Prosigna as an LDT.
General and administrative
General and administrative expense increased by $2.0 million for the three months ended September 30, 2026, compared to the same period in 2025. The results were impacted primarily by a $6.5 million decrease related to the assignment of software development expenses, previously included in General and administrative expense allocations, directly to research and development and the assignment of customer service expenses directly to cost of revenue. These decreases were offset by hiring across billing and support functions, higher professional fees associated with the acquisitions of Convergent and certain assets, and fewer allocations compared to the prior year.
General and administrative expense decreased by $13.0 million for the nine months ended September 30, 2026, compared to the same period in 2025. The results were impacted primarily by a $19.0 million decrease related to the assignment of software development expenses, previously included in General and administrative expense allocations, directly to research and development, the assignment of customer service expenses directly to cost of revenue, as well as a decline in professional fees related to lower legal, audit and tax fees. These decreases were offset by fewer allocations and reductions in the revaluation of contingent consideration related to the acquisition of C2i recognized in the prior year. General and administrative expenses related to occupancy costs and information technology costs, excluding software development, are allocated to general and administrative expense, selling and marketing expense, research and development expense, and cost of revenue based on the headcount and employee location.
Other income, net
Other income, net, increased $8.6 million for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to a loss in 2025 of $6.7 million due to the deconsolidation of Veracyte SAS, an increase of $1.0 million from interest income and an increase of $0.9 million due to foreign currency revaluation.
Other income, net, increased $8.4 million for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a loss in 2025 of $6.7 million due to the deconsolidation of Veracyte SAS, the settlement of escrow claims of $4.2 million and an increase of $2.7 million from interest income, partially offset by a decrease of $4.3 million due to foreign currency revaluation.
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Income tax expense
We recorded income tax benefit of $10.4 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, and recorded income tax benefit of $8.1 million and expense of $2.4 million for the nine months ended September 30, 2026 and 2025, respectively. The benefit for income taxes recorded in the nine months ended September 30, 2026 consists primarily of a discrete income tax benefit related to the release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities for the acquisition of Convergent.
Given our current earnings, we believe that, within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance recorded against the deferred tax assets held may be reversed. A reversal would result in an income tax benefit for the quarterly and annual period in which we determine to release the valuation allowance. However, the exact timing and amount of a valuation allowance release are subject to change on the basis of the level of profitability that we actually achieve.
Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents and short-term investments of $370.5 million. During the nine months ended September 30, 2026, our cash and cash equivalents and short-term investments decreased by $42.4 million. Historically, we have obtained financing primarily through sales of our equity securities. Beginning in 2023, our operations have been financed primarily by cash flows generated by our revenue. For the nine months ended September 30, 2026, we had net income of $85.7 million. As of September 30, 2026, we had an accumulated deficit of $291.9 million.
We expect to continue to generate cash and our near- and longer-term liquidity requirements will continue to consist of costs to run our laboratories, research and development expenses, selling and marketing expenses, general and administrative expenses, working capital, capital expenditures, lease obligations, potential milestones associated with the Convergent Acquisition, and general corporate expenses associated with the growth of our business. However, we may also use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements. If we are not able to generate cash flows from our revenue to finance our cash requirements, we will need to finance future cash needs primarily through public or private equity offerings, debt financings, borrowings or strategic collaborations or licensing arrangements. If we are not able to secure additional financing when needed, or on terms that are favorable to us, we may have to delay, reduce the scope of or eliminate one or more research and development programs or selling and marketing initiatives, or forgo potential acquisitions or investments. In addition, we may have to work with a partner on one or more of our products or development programs, which could lower the economic value of those programs to us. Moreover, ongoing instability in the global credit markets or the banking system may impact our liquidity both in the short term and long term.
Our material cash requirements include the following obligations:
Operating Leases
We lease office and laboratory facilities in the U.S., including in South San Francisco, San Diego and Morgan Hill, California and Austin, Texas. Effective August 2025, in connection with the restructuring proceeding in Veracyte SAS, we are no longer a party to the lease in Marseille, France. The lease terms of our leases as of September 30, 2026 extend to March 2040 and contain extension of lease term and expansion options. As of September 30, 2026, the leases have a weighted average remaining lease term of 10.6 years and total future minimum lease payments of $70.7 million.
Acquisition-Related Contingent Consideration
Pursuant to the Agreement and Plan of Merger, dated as of September 10, 2026, by and among the Company, Convergent, Compass Merger Sub, Inc. and Shareholder Representative Services LLC, or the Merger Agreement, we may be required to pay up to an additional $30.0 million in cash to Convergent securityholders upon the achievement of certain milestones. As of September 30, 2026, we expect to achieve a portion of the milestones contained in the Merger Agreement within the next 12 months, requiring payments totaling up to $10.0 million.
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Cash Flows
The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025 (in thousands of dollars):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 121,299 | $ | 83,724 | |||||||
| Net cash used in investing activities | (280,980) | (3,779) | |||||||||
| Net cash used in financing activities | (2,969) | (4,073) | |||||||||
Cash Flows from Operating Activities
Cash provided by operating activities for the nine months ended September 30, 2026 was $121.3 million. Our net income of $85.7 million includes non-cash charges of $40.8 million of stock-based compensation expense, $16.2 million of depreciation and amortization, of which $10.1 million was related to intangible asset amortization, $11.6 million of release of valuation allowance on deferred tax assets, non-cash lease expense of $2.1 million, amortization of discount on short-term investments of $2.4 million, non-cash gains of $1.1 million from the revaluation of contingent consideration and loss of $0.4 million on the disposal of fixed assets. Cash used as a result of changes in operating assets and liabilities was $8.8 million, primarily composed of an increase in accounts receivable of $12.0 million, an increase in prepaid expenses and other current assets of $4.1 million and an increase in supplies of $3.4 million, partially offset by an increase in accounts payable of $5.5 million and an increase in accrued liabilities and deferred revenue of $5.5 million.
Cash provided by operating activities for the nine months ended September 30, 2025 was $83.7 million. Our net income of $25.2 million includes non-cash charges of $32.7 million of stock-based compensation expense, $16.1 million of depreciation and amortization, of which $9.8 million was related to intangible asset amortization, $20.5 million tied to the impairment of assets, $3.9 million loss on the deconsolidation of Veracyte SAS, non-cash lease expense of $2.3 million, non-cash gains of $2.7 million from the revaluation of contingent consideration, $3.8 million from the effect of foreign currency changes on operations and amortization of discount on short-term investments of $2.6 million. Cash used as a result of changes in operating assets and liabilities was $7.8 million, primarily composed of an increase in prepaid expenses and other current assets of $6.4 million, an increase in accounts receivable of $3.9 million, an increase in supplies and inventory of $2.6 million, a decrease in operating lease liabilities of $1.7 million, and a decrease in accounts payable of $0.5 million, partially offset by an increase in accrued liabilities and deferred revenue of $7.0 million and a decrease in other assets of $0.3 million.
Cash Flows from Investing Activities
Cash used in investing activities for the nine months ended September 30, 2026 was $281.0 million, primarily consisting of business acquisitions for $153.2 million, the purchase of $118.0 million of short-term investments, and $8.2 million used in the purchase of property, plant and equipment.
Cash used in investing activities for the nine months ended September 30, 2025 was $3.8 million, consisting of $5.9 million used in the purchase of property, plant and equipment, partially offset by net proceeds of $2.1 million from the purchase and maturity of short-term investments.
Cash Flows from Financing Activities
Cash used in financing activities for the nine months ended September 30, 2026 was $3.0 million, consisting of $17.5 million in tax payments during the period related to the vesting of restricted stock units granted to employees, partially offset by $14.5 million in proceeds from the exercise of options to purchase our common stock and the purchase of stock under our Employee Stock Purchase Plan, or ESPP.
Cash used in financing activities for the nine months ended September 30, 2025 was $4.1 million, consisting of $14.6 million in tax payments during the period related to the vesting of restricted stock units granted to employees, partially offset by $10.6 million in proceeds from the exercise of options to purchase our common stock and the purchase of stock under our ESPP.
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Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 1, Organization, Description of Business and Summary of Significant Accounting Policies, in the notes to our condensed consolidated financial statements included elsewhere in this report.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed in our Annual Report are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rates. We had cash and cash equivalents and short-term investments of $370.5 million as of September 30, 2026 which consisted of bank deposits, money market funds and United States treasury securities. Such interest-bearing instruments carry a degree of risk; however, a hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements. This analysis is based on a sensitivity model that measures market value changes when changes in interest rates occur. Any realized gains or losses resulting from such interest rate changes and from the current unrealized gains or losses would only occur if we sold the investments prior to maturity. We do not enter into investments for trading purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Foreign Currency Risk
As of September 30, 2026 we held $2.4 million of bank deposits denominated in Euros. Such Euro denominated deposits carry a degree of risk from changes in currency exchange rates as the gains or losses from changes in exchange rates are included in our net income and comprehensive income (loss). As of September 30, 2026 a hypothetical 10% appreciation or depreciation of the U.S. dollar relative to the Euro would not have had a material impact on our condensed consolidated financial statements. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency risk.
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognized that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
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Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.
(b)Changes in Internal Control over Financial Reporting
In the third quarter of 2026, we closed the Convergent Acquisition and the acquisition of certain assets accounted for as a business combination, and we are in the process of evaluating and integrating the internal controls over financial reporting of both acquisitions into our existing operations. Other than the two acquisitions there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. — OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth in Note 6, Commitments and Contingencies, under the heading “Contingencies,” in the notes to our condensed consolidated financial statements included elsewhere in this report is incorporated herein by reference
Item 1A. Risk Factors
Summary of Risk Factors
In addition to the information set forth in this report, you should consider carefully the factors and other cautionary statements discussed in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K. There have been no material changes in our risk factors from those described in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(C) Insider Trading Arrangements
During the three months ended September 30, 2026, the following Section 16 officer adopted , modified or terminated
•Phil Febbo , Chief Scientific Officer and Chief Medical Officer , adopted a new trading plan on August 12, 2026 (with the first trade under the new plan scheduled for approximately November 30, 2026). The trading plan will be effective until November 26, 2027 to sell an aggregate of (i) 8,000 shares of our common stock, plus (ii) between 50% and 100% of the net shares resulting from the vesting of 87,844 restricted stock units during the plan period (net shares are net of tax withholding).
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 8-K | 001-36156 | 2.1 | 9/14/2026 | |||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
32.1* | X | |||||||||||||||||||||||||||||||||||||
32.2* | 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 | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||||||||
| * | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference. | |||||||||||||||||||||||||||||||||||||
| ** | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Veracyte agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Pursuant to Item 601(b)(2) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) is information of the type that the Company treats as private or confidential. | |||||||||||||||||||||||||||||||||||||
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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.
Date: November 5, 2026
| VERACYTE, INC. | |||||||||||||||||||||||
| By: | /s/ Rebecca Chambers | ||||||||||||||||||||||
Rebecca Chambers Chief Financial Officer | |||||||||||||||||||||||
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Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marc Stapley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Veracyte, Inc. for the quarter ended September 30, 2026;
2. 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;
3. 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;
4. The registrant’s other certifying officer(s) 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:
a) 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;
b) 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;
c) 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
d) 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
5. The registrant’s other certifying officer(s) 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):
a) 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
b) 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, 2026 | |||||||||||||||||||||||||
| /s/ Marc Stapley | ||||||||||||||||||||||||||
| Marc Stapley | ||||||||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||||||||
| (Principal Executive Officer) | ||||||||||||||||||||||||||
Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rebecca Chambers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Veracyte, Inc. for the quarter ended September 30, 2026;
2. 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;
3. 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;
4. The registrant’s other certifying officer(s) 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:
a) 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;
b) 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;
c) 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
d) 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
5. The registrant’s other certifying officer(s) 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):
a) 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
b) 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, 2026 | |||||||||||||||||||||||||
| /s/ Rebecca Chambers | ||||||||||||||||||||||||||
| Rebecca Chambers | ||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||
| (Principal Financial Officer) | ||||||||||||||||||||||||||
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 Veracyte, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 5, 2026 | |||||||||||||||||||||||||
| /s/ Marc Stapley | ||||||||||||||||||||||||||
| Marc Stapley | ||||||||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||||||||
| (Principal Executive Officer) | ||||||||||||||||||||||||||
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 Veracyte, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 5, 2026 | |||||||||||||||||||||||||
| /s/ Rebecca Chambers | ||||||||||||||||||||||||||
| Rebecca Chambers | ||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||
| (Principal Financial Officer) | ||||||||||||||||||||||||||