10-K – 2026-02-26 – bmrn-20251231.htm

(1) Other segment expense, net, during the years ended December 31, 2025, 2024 and 2023 included Intangible Asset Amortization, Interest Income and Expense, Other Income (Expense), Net and Provision for Income Taxes. The year ended December 31, 2024 also included Gain on Sale of Nonfinancial Assets.
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BIOMARIN PHARMACEUTICAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The following table presents Total Revenues and disaggregates Net Product Revenues by product.

Years Ended December 31,
2025 2024 2023
VOXZOGO $ 926,923   $ 735,092   $ 469,881  

Enzyme Therapies:
VIMIZIM 792,051   739,784   701,053  
NAGLAZYME 485,400   479,584   420,292  
PALYNZIQ 433,310   355,047   303,919  
ALDURAZYME 208,508   183,887   131,248  
BRINEURA 186,397   169,083   161,889  

KUVAN 99,530   120,902   180,767  
ROCTAVIAN 35,640   26,066   3,489  
Total net product revenues 3,167,759   2,809,445   2,372,538  
Royalty and other revenues 53,494   44,470   46,688  
Total revenues $ 3,221,253   $ 2,853,915   $ 2,419,226  

The Company considers there to be revenue concentration risks for regions where Net Product Revenues exceed 10% of consolidated Net Product Revenues. The concentration of the Company’s Net Product Revenues within the regions below may have a material adverse effect on the Company’s revenues and results of operations if sales in the respective regions experience difficulties. The table below disaggregates total Net Product Revenues by geographic region, which is based on patient location for Company's commercial products sold directly by the Company, except for ALDURAZYME, which is distributed, marketed and sold exclusively by Sanofi worldwide.

Years Ended December 31,
2025 2024 2023

United States $ 1,104,973   $ 924,810   $ 771,314  
Europe 874,331   829,031   669,331  
Latin America 435,478   378,084   332,437  
Rest of world 544,469   493,633   468,208  
Total net product revenues marketed by the Company 2,959,251   2,625,558   2,241,290  
ALDURAZYME net product revenues marketed by Sanofi 208,508   183,887   131,248  
Total net product revenues $ 3,167,759   $ 2,809,445   $ 2,372,538  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The following table illustrates the percentage of the Company’s total Net Product Revenues attributed to the Company’s largest customers for the periods presented.

Years Ended December 31,
2025 2024 2023
Customer A 14   % 13   % 14   %
Customer B 12   % 12   % 12   %
Customer C 11   % 10   % 10   %
Total 37   % 35   % 36   %

Long-lived assets, which consist of net property, plant and equipment and ROU assets are summarized by geographic region in the following table.

December 31,
2025 2024
Long-lived assets by geography:
United States $ 639,669   $ 755,069  
Ireland 331,287   308,123  
Rest of world 20,841   13,600  
Total long-lived assets $ 991,797   $ 1,076,792  

Concentration Information
On a consolidated basis, two customers accounted for 20 % and 10 % of the Company’s December 31, 2025 accounts receivable balance, respectively, compared to December 31, 2024 when two customers accounted for 20 % and 11 % of the accounts receivable balance, respectively. As of December 31, 2025 and 2024, the accounts receivable balance for Sanofi included $ 148.0 million and $ 96.8 million, respectively, of unbilled accounts receivable, which becomes payable to the Company when the product is sold through by Sanofi. The Company does not require collateral from its customers, but does perform periodic credit evaluations of its customers’ financial condition and requires prepayments in certain circumstances.
The Company is mindful that conditions in the current macroeconomic environment, such as inflation, changes in interest and foreign currency exchange rates, natural disasters, geopolitical instability, impact of new or increased tariffs and escalating trade tensions, regulatory uncertainty, and supply chain disruptions, could affect the Company’s ability to achieve its goals. In addition, the Company sells its products in countries that face economic volatility and weakness. Although the Company has historically collected receivables from customers in certain countries, sustained weakness or further deterioration of the local economies and currencies may cause customers in those countries to delay payment or be unable to pay for the Company’s products. The Company believes that the allowances for doubtful accounts related to these countries, if any, are adequate based on its analysis of the specific business circumstances and expectations of collection for each of the underlying accounts in these countries. The Company will continue to monitor these conditions and will attempt to adjust its business processes, as appropriate, to mitigate macroeconomic risks to its business.

(13) EQUITY COMPENSATION PLANS AND STOCK-BASED COMPENSATION
Equity Compensation Plans
Shares Available Under Equity Compensation Plans
As of December 31, 2025, an aggregate of approximately 54.9 million unissued shares were authorized for future issuance under the Company’s stock plans, which primarily includes shares issuable under the 2017 Equity Incentive Plan (2017 EIP) and the ESPP. Under the 2017 EIP, shares issued and outstanding under the Amended and Restated 2006 Share Incentive Plan (the 2006 Share Incentive Plan) and the 2017 EIP that expire or are forfeited generally become available for future issuance under the 2017 EIP. No additional awards will be granted under the 2006 Share Incentive Plan; however, there are vested awards outstanding under the 2006 Share Incentive Plan. The Company’s stock-based compensation plans are administered by the Company’s Board of Directors (the Board), or designated Committee thereof, which selects persons to receive awards and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the awards. See Note 1 to these Consolidated Financial Statements for discussion regarding the valuation of equity awards.
2017 Equity Incentive Plan
The 2017 EIP provides for awards of RSUs and stock options as well as other forms of equity compensation. RSUs granted to employees generally vest annually over a straight-line four-year period after the grant date. RSUs with Performance-based Vesting Conditions (PRSUs) and RSUs with market-based vesting conditions (base TSR-RSUs) generally vest over a three-year period on a cliff basis three years after the grant date. Stock option awards granted to employees generally vest over a four-year period on a cliff basis 12 months after the grant date and then monthly thereafter. The contractual term of stock option awards is generally 10 years from the grant date. As of December 31, 2025, approximately 43.1 million shares were authorized and reserved for future issuance under the 2017 EIP.
Employee Stock Purchase Plan
The ESPP was initially approved in June 2006, replacing the Company’s previous plan which was amended in June 2019. Under BioMarin’s ESPP, employees meeting specific employment qualifications are eligible to participate and can purchase shares on established dates (each purchase date) semi-annually through payroll deductions at the lower of 85 % of the fair market value of the stock at the commencement of the offering period or each purchase date of the offering period. Each offering period will span up to two years . The ESPP permits eligible employees to purchase common stock through payroll deductions for up to 10 % of qualified compensation, up to an annual limit of $ 25,000 . The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During the year ended December 31, 2025, the Company issued 0.3  million shares under the ESPP. As of December 31, 2025, approximately 7.0  million shares were authorized and 2.0 million shares reserved for future issuance under the ESPP.
Board of Director Grants
On the date of the Company’s annual meeting of stockholders for a given year, each re-elected Independent Director receives an RSU grant valued at $ 400,000 , with the number of RSUs to be granted calculated based on the thirty-day trailing average closing price of the Company’s common stock on the Nasdaq Global Select Market. The annual RSU grant for a director who has served for less than a year is prorated to the nearest quarter of the calendar year. The RSUs subject to the annual award vest in full on the one-year anniversary of the grant date, subject to each respective Director providing service to the Company through such vesting date. Upon election or appointment, a new Independent Director will receive an RSU grant on the same terms as the annual award, pro-rated for amount and vesting to the nearest quarter for the time such new Independent Director will serve prior to the Company’s next annual meeting of stockholders.
Stock-based Compensation
Stock-based compensation expense included on the Company’s Consolidated Statements of Income for all stock-based compensation arrangements was as follows:

Years Ended December 31,
2025 2024 2023
Cost of sales $ 14,165   $ 15,131   $ 17,604  
Research and development 54,691   59,545   65,714  
Selling, general and administrative 112,553   126,895   123,781  
Total stock-based compensation expense $ 181,409   $ 201,571   $ 207,099  

Stock-based compensation of $ 27.2  million, $ 28.3  million and $ 21.7  million was capitalized into inventory for the years ended December 31, 2025, 2024 and 2023, respectively. Capitalized stock-based compensation is recognized in Cost of Sales when the related product is sold.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

Restricted Stock Units
Restricted Stock Unit Awards with Service-Based Vesting Conditions
Below is a summary of activity related to RSUs with service-based vesting conditions for the year ended December 31, 2025:

Shares Weighted
Average
Grant Date
Fair Value
Non-vested units as of December 31, 2024 4,536,723   $ 83.88  
Granted 3,033,951   $ 68.23  
Vested ( 1,719,176 ) $ 83.38  
Forfeited ( 625,092 ) $ 79.27  
Non-vested units as of December 31, 2025 5,226,406   $ 75.50  

The weighted-average grant date fair values per share of RSUs with service-based vesting granted during the years ended December 31, 2025, 2024 and 2023, was $ 68.23 , $ 82.98 and $ 88.96 , respectively. The total intrinsic values of restricted stock that vested and released in the years ended December 31, 2025, 2024 and 2023, was $ 114.3  million, $ 152.2  million and $ 149.8  million, respectively.
As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs with service-based vesting conditions of $ 279.5 million was expected to be recognized over a weighted average period of 2.6 years.
Restricted Stock Unit Awards with Performance-based Vesting Conditions
Below is a summary of activity related to RSUs with vesting conditions based on performance targets for the year ended December 31, 2025:

Shares Weighted
Average
Grant Date
Fair Value

Non-vested units as of December 31, 2024 427,310   $ 84.29  
Granted 279,134   $ 71.55  
Vested ( 228,252 ) $ 83.43  
Forfeited ( 9,960 ) $ 79.32  
Non-vested units as of December 31, 2025 468,232   $ 79.60  

The weighted-average grant date fair value of the PRSUs for the years ended December 31, 2025, 2024 and 2023, was $ 71.55 , $ 81.27 and $ 89.22 , respectively.
Non-vested PRSUs included grants with vesting contingent upon the achievement of three-year or five-year performance targets for strategic goals, revenue growth or other internal financial measures. The awarded PRSUs vest over a three-year or a five-year service period on a cliff basis. The Company evaluated the targets in the context of its current long-range financial plan and its product candidate development pipeline to determine when attainment of each grant target was probable for accounting purposes. The number of shares that may be earned generally range between 50 % and 200 % of the base PRSUs granted.
As of December 31, 2025, total unrecognized compensation expense related to non-vested PRSUs of $ 5.5  million was expected to be recognized over a weighted average period of 1.6 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

Restricted Stock Unit Awards with Market-based Vesting Conditions
The Compensation Committee and Board may grant base TSR-RSUs to certain executives. These base TSR-RSUs vest, if at all, in full following a three-year service period only if certain total shareholder return (TSR) results relative to the Nasdaq Biotechnology Index comparative companies are achieved. The number of shares that may be earned range between zero percent and 200 % of the base TSR-RSUs with a ceiling achievement level of 100 % of the base TSR-RSUs in the event the Company’s TSR is negative on an absolute basis.
Below is a summary of activity related to RSUs with market-based vesting conditions for the year ended December 31, 2025:

Shares Weighted
Average
Grant Date
Fair Value

Non-vested units as of December 31, 2024 443,340   $ 120.92  
Granted 214,578   $ 117.60  
Vested ( 132,390 ) $ 136.49  
Forfeited ( 11,650 ) $ 116.96  
Non-vested units as of December 31, 2025 513,878   $ 115.61  

The grant date fair values and assumptions used to determine the fair value of TSR-RSUs on grant date during the periods presented were as follows:

Years Ended December 31,
2025 2024 2023
Grant date fair value $ 117.60
102.07 $ 132.56

Expected volatility 22.4 – 155.5 %
20.8 – 168.3 %
22.4 – 152.1 %

Dividend yield 0.0 % 0.0 % 0.0 %
Expected term 2.8 - 4.8 years
2.3 - 2.8 years
2.8 years

Risk-free interest rate 4.0 - 4.1 %
3.6 - 4.6 %
3.8 %

As of December 31, 2025, total unrecognized compensation expense of $ 24.2  million related to base TSR-RSUs was expected to be recognized over a weighted average period of 2.1 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

Stock Options and Purchase Rights
Stock Options
The following table summarizes activity under the Company’s stock option plans for the year ended December 31, 2025. All stock option grants presented in the table had exercise prices not less than the fair value of the underlying common stock on the grant date:

Shares Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Years
Aggregate
Intrinsic
Value (1)

Options outstanding as of December 31, 2024 5,747,448   $ 86.44   $ 5,198  
Granted 791,700   $ 69.63  
Exercised —   $ —  
Expired and forfeited ( 895,698 ) $ 101.60  
Options outstanding as of December 31, 2025 5,643,450   $ 81.77   4.9 $ 266,346  
Options unvested as of December 31, 2025 1,309,927   $ 75.55   8.7 $ 266,346  
Exercisable as of December 31, 2025 4,331,730   $ 83.65   3.8 $ —  

(1) The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock on the Nasdaq Global Select Market as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $ 59.43 , the closing price of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2025.
The weighted-average grant date fair values of stock options granted in the years ended December 31, 2025, 2024 and 2023, were $ 30.06 , $ 35.87 and $ 39.30 , respectively. No options were exercised during the year ended December 31, 2025. The total intrinsic values of options exercised during the years ended December 31, 2024 and 2023, were $ 9.5  million and $ 25.9  million, respectively, determined as of the date of option exercise. Upon the exercise of the options, the Company issues new common stock from its authorized shares.
The assumptions used to estimate the per share fair value of stock options granted during the periods presented were as follows:

Years Ended December 31,
2025 2024 2023
Expected volatility 37.0 – 39.6 %
38 .0 – 39.4 %
37.8 – 40.3 %

Dividend yield 0.0 % 0.0 % 0.0 %
Expected term 5.3 – 5.9 years
4.7 – 6.2 years
4.7 – 6.2 years

Risk-free interest rate 3.7 – 4.5 %
3.5 – 4.5 %
3.5 – 4.6 %

As of December 31, 2025, total unrecognized compensation cost related to unvested stock options of $ 34.6  million was expected to be recognized over a weighted average period of 2.5 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

Stock Purchase Rights
The assumptions used to estimate the per share fair value of stock purchase rights granted under the ESPP were as follows:

Years Ended December 31,
2025 2024 2023
Expected volatility 26.9 – 35.7 %
24.0 – 36.9 %
24.0 – 48.0 %

Dividend yield 0.0 % 0.0 % 0.0 %
Expected term 0.5 – 2.0 years
0.5 – 2.0 years
0.5 – 2.0 years

Risk-free interest rate 3.6 – 4.2 %
4.1 – 5.5 %
0.06 – 5.5 %

As of December 31, 2025, total unrecognized compensation cost related to unvested stock purchase rights under the ESPP of $ 11.3  million was expected to be recognized over a weighted average period of 1.3 years.

(14) OTHER EMPLOYEE BENEFITS
401(k) Plan
The Company sponsors the BioMarin Retirement Savings Plan (the 401(k) Plan) for eligible U.S. employees. The Company pays the direct expenses of the 401(k) Plan and matches 100 % of each participating employee’s eligible contributions, up to a maximum of the lesser of 6 % of the employee’s annual compensation or the annual statutory contribution limit. The Company’s matching contribution vests immediately and was approximately $ 33.4 million, $ 34.4 million and $ 32.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Deferred Compensation Plan
The Company maintains the NQDC under which eligible directors and key employees may defer compensation. The NQDC prohibits the diversification of deferrals of Company stock. Company stock issued and held by the NQDC is accounted for similarly to treasury stock in that the fair value of the employer stock was determined on the grant date and the shares are issued into the NQDC when the restricted stock vests. The corresponding deferred compensation obligation is classified as equity with no changes in the fair value of Company stock held in the NQDC recognized in earnings. Other contributions held in the NQDC are classified as trading securities, recorded at fair value with the corresponding deferred compensation obligation classified as a liability and subsequent changes in the fair value of these non-BioMarin investments are recognized in earnings in the period they occur.
See Note 7 to these Consolidated Financial Statements for additional discussion on the fair value and presentation of the NQDC assets and liabilities.

(15) INCOME TAXES
The Provision for Income Taxes was based on Income before Income Taxes as follows:

Years Ended December 31,
2025 2024 2023

U.S. Source $ ( 262,617 ) $ 130,503   $ ( 453,840 )
Non-U.S. Source 745,097   411,260   642,403  
Income before income taxes
$ 482,480   $ 541,763   $ 188,563  

The U.S. and foreign components of the Provision for Income Taxes were as follows:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

Years Ended December 31,
2025 2024 2023

Provision for income taxes

Federal $ 32,428   $ 32,344   $ 25,120  
State and local 11,528   8,813   5,098  
Foreign 40,885   17,651   35,681  
84,841   58,808   65,899  
Provision for deferred income taxes:

Federal 5,498   ( 2,117 ) ( 70,754 )
State and local ( 5,148 ) ( 5,166 ) ( 8,030 )
Foreign 48,388   63,379   33,803  
48,738   56,096   ( 44,981 )
Provision for income taxes
$ 133,579   $ 114,904   $ 20,918  

The following is a reconciliation of the statutory federal income tax expense and rate to the Company’s effective tax rate for the year ended December 31, 2025:

Year Ended December 31,

2025 %
Federal Tax Expense $ 101,321   21.0 %
State and local income taxes, net of federal income tax effect (1)
1,413   0.3
Foreign tax effects

Ireland

Statutory tax rate difference between Ireland and United States
( 47,988 ) ( 10.0 )
Other ( 2,013 ) ( 0.4 )

Other Foreign Jurisdictions 2,927   0.6
Effects of changes in tax laws or rates enacted in the current period
Effect of cross-border tax laws
Global intangible low taxed income (GILTI) 88,510   18.3
Foreign derived intangible income (FDII) ( 30,052 ) ( 6.2 )
Subpart F Income 5,353   1.1
Tax credits
Foreign Tax Credits ( 31,972 ) ( 6.6 )
Orphan Drug Credits
( 13,638 ) ( 2.8 )
R&D tax credits ( 7,495 ) ( 1.6 )
Changes in valuation allowances 5,274   1.1
Nontaxable or nondeductible items
Nondeductible IPR&D (2)
45,709   9.5
Stock compensation expense 16,225   3.4
162m Addback 6,764   1.4
Other 1,198   0.3
Changes in unrecognized tax benefits (3)
( 8,969 ) ( 1.9 )
Other Adjustments 1,012   0.2
Effective Tax Rate $ 133,579   27.7 %

(1)    State taxes in Pennsylvania, Michigan and Illinois made up a simple majority (greater than 50%) of the tax effect in this category.
(2)    Non-deductible IPR&D charges in 2025 of $ 45.7  million primarily related to the impact of a $ 221.0  million one-time, non-tax deductible charge for the acquisition of Inozyme Pharma, Inc. (Inozyme).
(3)    Changes in unrecognized tax benefits for all jurisdictions are aggregated within this category.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The following is a reconciliation of the statutory federal income tax expense to the Company’s effective tax rate for the years ended December 31, 2024 and 2023:

Years Ended December 31,
2024 2023

Federal statutory income tax rate $ 113,770   $ 39,598  
State and local taxes 4,756   ( 3,614 )
Orphan Drug & General Business Credit ( 35,486 ) ( 39,535 )
Stock compensation expense 7,467   2,209  

Foreign Source Income Subject to US Tax 44,492   47,721  
Foreign tax rate differential (1)
( 34,905 ) ( 69,987 )
Section 162(m) limitation 9,278   9,699  
Tax Reserves 32,560   27,296  
Intra-entity transfer of assets ( 33,432 ) 5,019  

Valuation allowance/deferred benefit 7,175   3,723  
Other ( 771 ) ( 1,211 )
Effective income tax rate $ 114,904   $ 20,918  

(1) For the year ended December 31, 2024, the foreign rate differential included foreign local tax expense which was at an effective rate lower than the U.S. statutory rate offset by elimination of intercompany sales. For the year ended December 31, 2023, the foreign rate differential included foreign local tax expense which was at an effective rate lower than the U.S. statutory rate.
Cash paid for income taxes, net of refunds received, by jurisdiction for the year ended December 31, 2025, was as follows.

Year Ended December 31, 2025

Federal
$ 33,000  
State
8,719  
Foreign

Ireland
45,807  
United Kingdom
5,027  
Other
3,652  
Total cash paid for income taxes
$ 96,205  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The significant components of the Company’s net deferred tax assets were as follows:
December 31,
2025 2024
Net deferred tax assets:
Net operating loss carryforwards $ 105,642   $ 18,585  
Tax credit carryforwards
398,769   462,925  
Accrued expenses, reserves, and prepaids 148,124   119,986  
Intangible assets 625,084   696,096  
Capitalized R&D expenses
367,200   310,081  
Stock-based compensation 35,848   42,609  
Lease liabilities 6,054   7,209  
Inventory 37,158   19,119  
Other ( 219 ) 1,168  
Valuation allowance ( 181,743 ) ( 126,311 )
Total deferred tax assets 1,541,917   1,551,467  

Joint venture basis difference ( 989 ) ( 1,037 )
Acquired intangibles ( 803 ) ( 915 )

ROU Assets ( 3,911 ) ( 4,684 )
Property, plant and equipment ( 27,573 ) ( 55,923 )
Total deferred tax liabilities ( 33,276 ) ( 62,559 )
Net deferred tax assets $ 1,508,641   $ 1,488,908  

The increase in net deferred tax assets is primarily related to additional net operating loss carryforwards from Inozyme acquisition, capitalization of R&D expenses, impairment charges related to the divestiture of ROCTAVIAN, partially offset by valuation allowance related to acquired Inozyme net operating loss carryforwards, utilization of current year R&D credits and intangible asset amortization.
Valuation allowances are provided to reduce the amounts of the Company's deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. At the end of each period, the Company will reassess the ability to realize its deferred tax benefits. If it is more likely than not that the Company would not realize the deferred tax benefits, a valuation allowance may need to be established against all or a portion of the deferred tax assets, which will result in a charge to tax expense.
In the third quarter of 2025, the Company determined that it is more likely than not that part of the deferred tax assets acquired in the Inozyme acquisition related to net operating losses and R&D credits will not be realized due to Section 382 limitations and state Separate Return Limitation Year (SRLY) rules and, therefore, a valuation allowance was recorded as part of the acquisition purchase accounting. In the third quarter of 2023, the Company determined that it is more likely than not that the deferred tax assets related to a future royalty stream will be realized. In making this determination, the Company analyzed both the consistent historical royalty earnings and the forecast of future royalty earnings and reached the conclusion that it was appropriate to release the valuation allowance reserve. The release is offset by an increase due to the Company’s expectation that state R&D credits generated will not be utilized.
As of December 31, 2025, the Company had the following net operating loss and tax credit carryforwards, which if not utilized, will expire as follows:

Type Amount Year
Federal net operating loss carryforwards $ 336,545   Indefinite
Federal net operating loss carryforwards $ 2,632   2030-2033
Federal R&D and orphan drug credit carryforwards $ 441,294    2028-2045
State net operating loss carryforwards $ 466,453    2025-2045
Dutch net operating loss carryforwards $ 26,927    Indefinite

Not included in the table above are $ 191.3 million of state research credit carryovers that will carry forward indefinitely.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The Company’s net operating losses and credits could be subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382 and similar state provisions. An annual limitation could result in the expiration of net operating losses and tax credit carryforward before utilization. There are limitations on the tax attributes of acquired entities however, the Company does not believe the limitations will have a material impact on the utilization of the net operating losses or tax credits.
The financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50% likely of being realized upon ultimate settlement.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2025 and 2024, is as follows:

December 31,
2025 2024
Balance at beginning of period $ 325,035   $ 277,456  
Additions based on tax positions related to the current year 48,843   47,682  
Additions (reductions) for tax positions of prior years
( 2,206 ) ( 103 )
Acquired Tax Positions 9,214   —  

Balance at end of period $ 380,886   $ 325,035  

Included in the balance of unrecognized tax benefits as of December 31, 2025 were potential benefits of $ 366.8 million that, if recognized, would affect the effective tax rate. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items in the income tax expense. The total amount of accrued interest and penalties was not significant as of December 31, 2025. The Company believes it will not have any material decreases in its previously unrecognized tax benefits within the next twelve months.
The Company files income tax returns in the U.S., Ireland and various foreign jurisdictions. The U.S. and foreign jurisdictions have statute of limitations ranging from three to five years . However, carryforward tax attributes that were generated in 2022 and earlier may still be adjusted upon examination by tax authorities. The Company's 2022 federal income tax return is currently under audit by the IRS.
The Company has not provided U.S. federal and applicable foreign withholding income taxes on the undistributed earnings of certain foreign subsidiaries as such earnings are intended to be indefinitely reinvested outside the U.S. The Company is unable to reasonably estimate the amount of the unrecognized deferred tax liability associated with these undistributed earnings.
During the year ended December 31, 2025, the Company received distributions from its Irish Subsidiary’s previously taxed earnings and profits (PTEP). These distributions did not result in U.S. federal income taxes or Irish withholding taxes. Any related state income tax impact was estimated to be immaterial for the year ended December 31, 2025. Going forward, the Company intends to repatriate the Irish Subsidiary’s earnings to the extent that such repatriations are not restricted by local rulings, and do not incur substantial incremental costs.

(16) EARNINGS PER COMMON SHARE
Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards, common stock issuable under the Company’s ESPP, unvested RSUs and contingent issuances of common stock related to the Company's convertible debt.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

The following table sets forth the computation of basic and diluted earnings per common share (common shares in thousands):

Years Ended December 31,
2025 2024 2023
Numerator:
Net income, basic
$ 348,901   $ 426,859   $ 167,645  
Add: Interest expense, net of tax, on the Company's convertible debt
7,334   7,327   —  
Net income, diluted
$ 356,235   $ 434,186   $ 167,645  
Denominator:
Weighted-average common shares outstanding, basic 191,787   190,027   187,834  
Effect of dilutive securities:
Common stock issuable under the Company's equity incentive plans 1,242   2,316   3,761  
Common stock issuable under the Company’s convertible debt (1)
4,365   4,365   —  
Weighted-average common shares outstanding, diluted 197,394   196,708   191,595  
Earnings per common share, basic
$ 1.82   $ 2.25   $ 0.89  
Earnings per common share, diluted
$ 1.80   $ 2.21   $ 0.87  

In addition to the equity instruments included in the table above, the table below presents potential shares of common stock that were excluded from the computation of diluted earnings per common share as they were anti-dilutive (in thousands):

Years Ended December 31,
2025 2024 2023
Common stock issuable under the Company's equity incentive plans
11,307   9,438   8,072  
Common stock issuable under the Company’s convertible debt (1)
—   —   8,335  
Total number of potentially issuable shares 11,307   9,438   16,407  

(1)    If converted, the Company would issue 4.4  million shares under the 2027 Notes and, for the year ended December 31, 2023, would have issued 4.0  million shares under the Company’s 2024 Notes, which matured and were settled in August 2024.

(17) LICENSE AND COLLABORATION AGREEMENTS
On October 1, 2015, the Company entered into an agreement with Ares Trading S.A. (Merck Serono) under which the Company acquired all global rights to KUVAN and PALYNZIQ from Merck Serono, with the exception of KUVAN in Japan. Previously, the Company had exclusive rights to KUVAN in the U.S. and Canada and PALYNZIQ in the U.S. and Japan. Pursuant to the agreement, if future sales milestones were met, the Company was obligated to pay Merck Serono up to a maximum of € 60.0 million, all of which were met and paid as of December 31, 2023.
The Company is engaged in R&D collaborations with various other entities. These provide for sponsorship of R&D by the Company and may also provide for exclusive royalty-bearing intellectual property licenses or rights of first negotiation regarding licenses to intellectual property development under the collaborations. Typically, these agreements can be terminated for cause by either party upon written notice.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

(18) COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time the Company is involved in legal actions arising in the normal course of its business. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters could adversely affect the Company, its results of operations, financial condition or cash flows. The Company’s general practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable based on existing information. The Company accrues for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. Liabilities are evaluated and refined each reporting period as additional information is known. Any receivables for insurance recoveries for these liability claims are recorded as assets when it is probable that a recovery will be realized.
As first disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023, the Company received a subpoena from the U.S. Department of Justice (DOJ) requesting that the Company produce certain documents regarding sponsored testing programs relating to VIMIZIM and NAGLAZYME. The Company has produced the requested documents in response to the subpoena and is cooperating fully. The Company is unable to make any assurances regarding the outcome of the investigation by the DOJ, or the impact, if any, that such investigation may have on the Company’s business and financial statements.
Other Commitments
The Company uses experts and laboratories at universities and other institutions to perform certain R&D activities. These amounts are included as R&D expense as services are provided. In the normal course of business, the Company enters into various firm purchase commitments primarily to procure active pharmaceutical ingredients, certain inventory-related items and certain third-party R&D services, production services and facility construction services. As of December 31, 2025, such commitments were estimated at $ 590.8 million, of which $ 354.1 million is expected to be paid in 2026 as underlying goods and services are received. The Company has also licensed technology from third parties, for which it is required to pay royalties upon future sales, subject to certain annual minimums.

(19) RESTRUCTURING
During the fourth quarter of 2025, the Company committed to a plan to voluntarily withdraw ROCTAVIAN from the market due to lower than previously anticipated commercial opportunities. In connection with this strategic decision, the Company recorded approximately $ 240.0  million of restructuring charges in 2025 primarily related to inventory and long-lived assets which will no longer provide an economic benefit to the Company. The impaired ROCTAVIAN long-lived assets included dedicated facilities, specialized equipment and intangible assets.
The inventory write-off was included in Cost of Sales, and the remaining restructuring charges were included in SG&A in the Company's Consolidated Statement of Income. Restructuring charges consisted of the following:

Year Ended
December 31,

2025
Inventory write-off
$ 119,208  
Long-lived asset impairments
118,522  
Severance and other related costs
3,523  
$ 241,253  

The restructuring related liabilities were not material as of December 31, 2025, and were recorded in Accounts Payable and Accrued Liabilities on the in the Company's Consolidated Balance Sheet.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

(20) ACQUISITIONS
Asset Acquisition
On July 1, 2025, the Company completed its acquisition of Inozyme, a publicly traded clinical-stage biopharmaceutical company dedicated to developing innovative therapeutics, for a total consideration of approximately $ 285.0  million, net of cash acquired. Upon closing, Inozyme became a wholly-owned subsidiary of the Company.
The Company accounted for this transaction as an asset acquisition since substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset, BMN 401 (formerly INZ-701). The Company recognized the acquired assets and assumed liabilities based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. As the acquired IPR&D does not have an alternative future use, the Company recorded approximately $ 221.0  million in acquired IPR&D expense related to the INZ-701 IPR&D asset during the third quarter of 2025. The IPR&D charge is included in R&D on the Company’s Consolidated Statements of Income.
The following summarizes the total consideration transferred and allocation to the assets acquired, liabilities assumed and acquired IPR&D:

Cash consideration for outstanding shares $ 260,424  
Cash consideration for equity awards 9,950  
Consideration paid to Inozyme 270,374  
Payment of Inozyme debt 49,095  
Employee-related incentive payments 2,714  
Transaction costs 6,950  
Total consideration
$ 329,133  
 
Cash and cash equivalents $ 43,939  
Other assets 10,779  
Deferred tax assets 68,697  
Other liabilities ( 15,245 )
Total identifiable assets acquired, net 108,170  
Acquired IPR&D
220,963  
Total assets and liabilities
$ 329,133  

Pending Acquisition
In December 2025, the Company entered into a definitive agreement to acquire Amicus Therapeutics, Inc. (Amicus), a publicly traded, global, biotechnology company for $ 14.50 per share in an all-cash transaction for a total consideration of approximately $ 4.8  billion. The pending acquisition is expected to strengthen the Company's commercial portfolio by adding two new therapies for the treatment of Fabry disease and late-onset Pompe disease. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances, approval by the stockholders of Amicus and other customary closing conditions. The accounting treatment as a business combination or asset acquisition will be determined in the period the transaction closes.
The Company intends to finance the transaction through a combination of cash on hand and non-convertible debt financing. In December 2025, the Company entered into a debt financing commitment letter and related fee letter with certain lenders, pursuant to which the lenders have committed to provide the Company with debt financing up to approximately $ 3.7  billion (the Bridge Commitment) in the form of 364-day senior secured bridge loan facility (Bridge Facility) for the pending acquisition of Amicus. In place of the Bridge Facility, the Company also expects to enter into a senior secured term loan facility and a new senior secured revolving credit facility in 2026 that will be executed prior to or concurrently with the closing of the pending Amicus acquisition. No amounts have been drawn or were outstanding under the Bridge Commitment as of December 31, 2025. The Company incurred approximately $ 22.8  million in commitment fees related to the Bridge Commitment that were deferred and included in Other Current Assets on the Consolidated Balance Sheet as of December 31, 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands of U.S. Dollars, except per share amounts or as otherwise disclosed)

(21) SUBSEQUENT EVENTS
In February 2026, the Company issued $ 850.0  million in aggregate principal amount of 5.5 % senior unsecured notes due 2034 (the 2034 Notes), and the proceeds from the issuance were deposited into an escrow account that will be used to finance the pending acquisition of Amicus. In the event that the acquisition in not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, the Company will be required to redeem all of the Notes at par and pay any accrued and unpaid interest. Subsequent to issuance of the 2034 Notes, the Bridge Facility was reduced from $ 3.7  billion to $ 2.8  billion.

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