Form 8-K

8-K — VERACYTE, INC.

Accession: 0001384101-26-000042

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001384101

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vcyt-20260730.htm (Primary)

EX-99.1 (vcyt-07x30x20268xkearnings.htm)

GRAPHIC (vcytlogoa.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vcyt-20260730.htm · Sequence: 1

vcyt-20260730

FALSE000138410100013841012026-07-302026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

VERACYTE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36156

20-5455398

(State or other jurisdiction of

incorporation)

Commission File Number

(IRS Employer Identification

No.)

6000 Shoreline Court, Suite 300, South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 243-6300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

VCYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2026, Veracyte, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this report.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release issued by Veracyte, Inc. dated July 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

Dated:

July 30, 2026

VERACYTE, INC.

By:

/s/ Rebecca Chambers

Name:

Rebecca Chambers

Title:

Chief Financial Officer

Principal Financial Officer

EX-99.1

Filename: vcyt-07x30x20268xkearnings.htm · Sequence: 2

Document

Exhibit 99.1

Veracyte Announces Second Quarter 2026 Financial Results

Grew total revenue to $150.3 million and testing revenue to $145.7 million, representing increases of 15% and 19% year-over-year, respectively

Conference call and webcast today at 4:30 p.m. ET

SOUTH SAN FRANCISCO, Calif., July 30, 2026 --- Veracyte, Inc. (Nasdaq: VCYT), a leading cancer diagnostics company, today announced financial results for the second quarter ended June 30, 2026.

“Q2 was a milestone quarter for Veracyte as we launched two new products, Prosigna LDT and TrueMRD for MIBC, while also delivering strong double-digit revenue growth, profitability and cash generation,” said Marc Stapley, Veracyte’s chief executive officer. “These launches meaningfully expand our ability to serve more patients across the cancer care continuum and, combined with the strength of our core business, position us well to deliver durable double-digit growth.”

Key Financial Highlights

For the three-month period ended June 30, 2026, as compared to the same period in 2025:

•Increased total revenue by 15% to $150.3 million and testing revenue by 19% to $145.7 million, driven by Decipher growth of 20% to $91.9 million and Afirma growth of 18% to $51.2 million.

•Increased total volume by 13% to 50,967 tests and testing volume by 14% to 48,389 tests, driven by Decipher growth of 17% to approximately 29,700 tests and Afirma growth of 10% to approximately 18,600 tests.

•Recorded GAAP net income of $25.5 million, or 17.0% of revenue, and delivered adjusted EBITDA of $44.0 million, or 29.2% of revenue.

•Generated $45.8 million of cash from operations to end the quarter with $485.2 million of cash, cash equivalents, and short-term investments as of June 30, 2026.

Key Business Highlights

•Launched the Prosigna Breast Test in the U.S. for patients diagnosed with early-stage hormone-receptor positive (HR+) breast cancer.

•Launched the TrueMRD Monitoring Test for patients with muscle-invasive bladder cancer (MIBC).

•Secured Medicare coverage for the TrueMRD Monitoring Test, representing the first Medicare coverage decision for the whole-genome sequencing-based TrueMRD platform.

•Further expanded the clinical evidence of our testing portfolio, including new predictive evidence from the OPTIMA trial supporting the clinical utility of Prosigna and the ENZAMET trial expanding the Decipher clinical evidence base. Together, Decipher and Afirma were featured in nearly 60 abstracts and presentations during the quarter.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading "Note Regarding Use of Non-GAAP Financial Measures."

Second Quarter 2026 Financial Results

Total revenue for the second quarter of 2026 was $150.3 million, an increase of 15% compared to $130.2 million reported in the second quarter of 2025. Testing revenue was $145.7 million, an increase of 19% compared to $122.3 million in the second quarter of 2025, driven by growth in our Decipher Prostate and Afirma tests. Product revenue was $3.9 million, an increase of 7% compared to $3.6 million in the second quarter of 2025. Biopharmaceutical and other revenue was $0.8 million, an expected decrease compared to $4.3 million in the second quarter of 2025 given the restructuring and liquidation proceedings of Veracyte SAS.

Total gross margin for the second quarter of 2026 was 72%, compared to 69% in the second quarter of 2025. Non-GAAP gross margin was 75%, compared to 72% in the second quarter of 2025.

Operating expenses were $85.6 million for the second quarter of 2026 compared to $95.0 million in the second quarter of 2025. Non-GAAP operating expenses grew 16% to $70.0 million compared to $60.3 million in the second quarter of 2025.

Net income for the second quarter of 2026 was $25.5 million, an increase of $26.5 million compared to the second quarter of 2025. Diluted net earnings per common share was $0.31, an improvement of $0.32 compared to the second quarter of 2025. Non-GAAP diluted net earnings per common share was $0.54, an increase of $0.10 compared to the second quarter of 2025. Net cash provided by operating activities in the first six months of 2026 was $81.0 million, an improvement of $42.1 million compared to the same period in 2025.

Adjusted EBITDA for the second quarter of 2026 was $44.0 million, an improvement of 23% compared to the second quarter of 2025, representing 29.2% of revenue compared to 27.5% of revenue in the same period in 2025.

2026 Financial Outlook

The company is raising 2026 total revenue guidance to $590 million to $596 million, or 14% to 15% growth, from prior guidance of $582 to $592 million, or 13% to 14% growth. The company is also raising testing revenue guidance to $576 million to $582 million, or 17% to 18% growth, from prior guidance of $570 million to $580 million, excluding the contribution from recently launched tests.

The company continues to expect adjusted EBITDA margin to be greater than 26%.

The company is unable to provide a quantitative reconciliation of expected adjusted EBITDA margin to expected GAAP net income margin, the most directly comparable forward-looking GAAP measure without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, that are dependent on various factors, are out of the company’s control, or that cannot be reasonably predicted. Such adjustments include, but are not limited to, acquisition-related expenses, and other adjustments. Any associated estimate of these items and their impact on GAAP performance for the guidance period could vary materially. For more information on the non-GAAP financial measures, please refer to the section titled “Note Regarding Use of Non-GAAP Financial Measures” at the end of this press release.

Conference Call and Webcast Details

Veracyte will host a conference call and webcast today at 4:30 p.m. Eastern Time to discuss the company's financial results and provide a general business update. The conference call will be webcast live from the company’s website and will be available via the following link: https://edge.media-server.com/mmc/p/wwu2pyd7. The webcast should be accessed 10 minutes prior to the conference call start time. A replay of the webcast will be available for one year following the conclusion of the live broadcast and will be accessible on the company’s website at https://investor.veracyte.com/events-presentations.

About Veracyte

Veracyte (Nasdaq: VCYT) is a global diagnostics company with a vision to transform cancer care for patients around the world. The company’s molecular tests assess the unique biology of each patient’s tumor to help clinicians answer essential questions about cancer care. Veracyte’s Diagnostics Platform combines broad genomic and clinical data, advanced bioinformatics and AI, and a powerful evidence-generation engine to support continued innovation and pipeline development. The company’s portfolio includes the Afirma® Genomic Sequencing Classifier test, Decipher® Bladder Genomic Classifier test, Decipher® Prostate Genomic Classifier test, Prosigna® Breast Risk of Recurrence test, and the TrueMRD™ Monitoring Test for MIBC. For more information, visit Veracyte’s website or follow the company on LinkedIn or X (Twitter).

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to our statements related to our plans, objectives, and expectations (financial and otherwise), including with respect to our 2026 financial and

operating results; and our intentions with respect to the development, launch, commercialization, adoption, and reimbursement of our tests and products. Forward-looking statements can be identified by words such as: “appears,” “anticipate,” “intend,” “plan,” “expect,” “believe,” “should,” “may,” “could,” “would,” “will,” “enable,” “positioned,” “offers,” “designed,” “ultimately,” “strategic,” “outlook,” “guidance,” and similar references to future periods. Actual results may differ materially from those projected or suggested in any forward-looking statements. These statements involve risks and uncertainties, which could cause actual results to differ materially from our predictions, and include, but are not limited to: our ability to launch, commercialize and receive reimbursement for our products; our ability to execute on our business strategies relating to the C2i Genomics acquisition, integration of the business and the realization of expected benefits and synergies; our ability to demonstrate the validity and utility of our genomic tests and biopharma and other offerings; our ability to continue executing on our business plan; our ability to continue to scale our global operations and enhance our internal control environment; the impact of the war in Ukraine and other regional conflicts on European economies; the impact of foreign currency fluctuations, volatile interest rates, inflation, the impact of legislation and policies enacted by the current U.S. administration; turmoil in the global banking and finance system; the ongoing conflict in the Middle East; and the performance and utility of our tests in the clinical environment. Additional factors that may impact these forward-looking statements can be found under the caption “Risk Factors” in our Annual Report on Form 10-K filed on February 26, 2026, as well as in other documents that we may file from time to time with the Securities and Exchange Commission. Copies of these documents, when available, may be found in the Investors section of our website at investor.veracyte.com. These forward-looking statements speak only as of the date hereof and, except as required by law, we specifically disclaim any obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise.

Note Regarding Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release and the accompanying tables contain, and reference certain non-GAAP results including non-GAAP gross margin, non-GAAP operating expenses, adjusted EBITDA, adjusted EBITDA as a percentage of revenue (also referred to as adjusted EBITDA margin), non-GAAP net income, and non-GAAP earnings per share (EPS) and non-GAAP weighted average shares outstanding. These non-GAAP financial measures are not meant to be considered superior to or a substitute for financial measures calculated in accordance with GAAP, and investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.

We use non-GAAP financial measures to internally evaluate and analyze financial results. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies, many of which present similar non-GAAP financial measures. However, the non-GAAP financial measures we present may be different from those used by other companies, including similarly titled measures.

We compute these non-GAAP measures by adjusting the applicable GAAP measure to remove the impact of certain recurring and non-recurring charges and gains and to adjust for the impact of income tax items related to such adjustments to our GAAP financial statements. In particular, we exclude amortization of acquired intangible assets, acquisition-related expenses relating to our acquisitions of Decipher Biosciences, HalioDx and C2i Genomics, impairment charges associated with the nCounter license and other biopharmaceutical services related to HalioDx intangible assets, all stock-based compensation and certain costs related to restructuring from all of our non-GAAP financial measures as well as depreciation and income tax items from our adjusted EBITDA and adjusted EBITDA as a percentage of revenue. Beginning in the second quarter of 2024, we changed our non-GAAP policy to exclude all stock-based compensation to align with our peers and we have also excluded all stock-based compensation from our prior period non-GAAP financial measures. Management has excluded the effects of these items in non-GAAP financial measures to help investors gain a better understanding of the core operating results and future prospects of the company, consistent with how management measures and forecasts the company's performance, especially when comparing such results to previous periods or forecasts. The company encourages investors to carefully consider its results under GAAP, together with its supplemental non‐GAAP information and the reconciliation between these presentations. See “Reconciliation of U.S. GAAP to Non-GAAP Financial Measures” for a reconciliation of each non-GAAP measure presented to the comparable GAAP financial measure.

VERACYTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue:

Testing revenue $ 145,661 $ 122,263 $ 280,752 $ 229,572

Product revenue 3,858 3,598 7,537 7,178

Biopharmaceutical and other revenue 802 4,303 1,103 7,887

Total revenue 150,321 130,164 289,392 244,637

Cost of revenue: (1)

Cost of testing revenue 36,309 32,407 69,615 60,667

Cost of product revenue 2,515 1,749 4,406 3,171

Cost of biopharmaceutical and other revenue 207 3,572 215 6,270

Intangible asset amortization - cost of revenue 2,741 2,667 5,448 5,252

Total cost of revenue 41,772 40,395 79,684 75,360

Gross profit 108,549 89,769 209,708 169,277

Operating expenses: (1)

Research and development 29,442 16,264 56,540 33,984

Selling and marketing 28,263 25,316 55,419 49,770

General and administrative 27,443 32,331 51,123 66,139

Impairment of assets — 20,505 — 20,505

Intangible asset amortization - operating expenses 421 621 1,000 1,243

Total operating expenses 85,569 95,037 164,082 171,641

Income (loss) from operations 22,980 (5,268) 45,626 (2,364)

Other income, net 3,543 6,518 10,871 11,042

Income before income taxes 26,523 1,250 56,497 8,678

Income tax provision 1,033 2,230 2,300 2,611

Net income (loss) $ 25,490 $ (980) $ 54,197 $ 6,067

Earnings (loss) per share:

Basic $ 0.32 $ (0.01) $ 0.68 $ 0.08

Diluted $ 0.31 $ (0.01) $ 0.66 $ 0.08

Shares used to compute earnings (loss) per common share:

Basic 79,972,389 78,391,502 79,755,699 78,210,881

Diluted 82,059,442 78,391,502 81,753,292 79,905,121

1. Cost of revenue, research and development, sales and marketing and general and administrative expenses include the following stock-based compensation related expenses:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenue $ 960 $ 608 $ 2,059 $ 1,128

Research and development 2,917 2,008 5,597 4,074

Selling and marketing 2,706 2,198 5,105 4,156

General and administrative 7,503 6,171 14,086 12,585

Total stock-based compensation expense $ 14,086 $ 10,985 $ 26,847 $ 21,943

VERACYTE, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 25,490 $ (980) $ 54,197 $ 6,067

Other comprehensive income (loss):

Change in currency translation adjustments 282 16,682 273 24,131

Net comprehensive income $ 25,772 $ 15,702 $ 54,470 $ 30,198

VERACYTE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

June 30, December 31,

2026 2025

(Unaudited) (See Note 1)

Assets

Current assets:

Cash and cash equivalents $ 299,521 $ 362,578

Short-term investments 185,711 50,311

Accounts receivable 54,177 44,660

Supplies 22,656 20,546

Prepaid expenses and other current assets 12,710 10,281

Total current assets

574,775 488,376

Property, plant and equipment, net 21,933 22,192

Right-of-use assets, operating leases 35,163 36,599

Intangible assets, net 82,700 89,148

Goodwill 767,154 767,154

Restricted cash 1,666 1,648

Other assets 2,975 902

Total assets $ 1,486,366 $ 1,406,019

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 8,024 $ 4,593

Accrued liabilities 47,677 48,801

Current portion of deferred revenue 597 1,160

Current portion of acquisition-related contingent consideration 662 1,332

Current portion of operating lease liabilities 5,776 4,051

Total current liabilities

62,736 59,937

Deferred tax liabilities 637 646

Acquisition-related contingent consideration, net of current portion 259 257

Operating lease liabilities, net of current portion 34,331 35,603

Total liabilities

97,963 96,443

Total stockholders’ equity 1,388,403 1,309,576

Total liabilities and stockholders’ equity $ 1,486,366 $ 1,406,019

1. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date included in the company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026.

VERACYTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six Months Ended June 30,

2026 2025

Operating activities

Net income $ 54,197 $ 6,067

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 10,268 10,851

Loss on disposal of property, plant and equipment 367 15

Stock-based compensation 26,847 21,943

Deferred income taxes (9) 74

Noncash lease expense 1,436 1,600

Revaluation of acquisition-related contingent consideration (668) (2,879)

Effect of foreign currency on operations (69) (5,050)

Amortization of discount on short-term investments (1,337) (1,929)

Impairment loss — 20,505

Changes in operating assets and liabilities:

Accounts receivable (9,729) (4,283)

Supplies (2,110) (2,863)

Prepaid expenses and other current assets (2,429) (5,460)

Other assets (451) 540

Operating lease liabilities 453 (1,186)

Accounts payable 3,758 3,113

Accrued liabilities and deferred revenue 517 (2,091)

Net cash provided by operating activities 81,041 38,967

Investing activities

Purchase of short-term investments (184,998) (99,998)

Proceeds from maturity of short-term investments 50,935 51,061

Issuance of loan receivable (1,622) —

Purchases of property, plant and equipment (5,821) (3,105)

Net cash used in investing activities (141,506) (52,042)

Financing activities

Payment of taxes on vested restricted stock units (13,658) (11,831)

Proceeds from the exercise of common stock options and employee stock purchases 11,168 4,781

Net cash used in financing activities (2,490) (7,050)

Decrease in cash, cash equivalents and restricted cash (62,955) (20,125)

Effect of foreign currency on cash, cash equivalents and restricted cash (84) 647

Net decrease in cash, cash equivalents and restricted cash (63,039) (19,478)

Cash, cash equivalents and restricted cash at beginning of period 364,226 240,631

Cash, cash equivalents and restricted cash at end of period $ 301,187 $ 221,153

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(Unaudited)

(In thousands)

June 30, December 31,

2026 2025

Cash and cash equivalents $ 299,521 $ 362,578

Restricted cash 1,666 1,648

Total cash, cash equivalents and restricted cash $ 301,187 $ 364,226

VERACYTE, INC.

RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Reconciliation of Non-GAAP Cost of Revenue:

GAAP cost of testing revenue $ 36,309 $ 32,407 $ 69,615 $ 60,667

Stock-based compensation expense (959) (542) (2,058) (988)

Acquisition related expenses — — — —

Other adjustments (1) (338) — (638) —

Non-GAAP cost of testing revenue $ 35,012 $ 31,865 $ 66,919 $ 59,679

GAAP cost of product revenue 2,515 1,749 4,406 3,171

Stock-based compensation expense (1) (1) (1) (2)

Acquisition related expenses — — — —

Other adjustments (1) — (32) 11 (32)

Non-GAAP cost of product revenue $ 2,514 $ 1,716 $ 4,416 $ 3,137

GAAP cost of biopharmaceutical and other revenue 207 3,572 215 6,270

Stock-based compensation expense — (65) — (138)

Acquisition related expenses — — — —

Other adjustments (1) — — — —

Non-GAAP cost of biopharmaceutical and other revenue $ 207 $ 3,507 $ 215 $ 6,132

Reconciliation of Non-GAAP Gross Margin:

GAAP Gross Profit $ 108,549 $ 89,769 $ 209,708 $ 169,277

GAAP Gross Margin 72.2 % 69.0 % 72.5 % 69.2 %

Amortization of intangible assets 2,741 2,667 5,448 5,252

Stock-based compensation expense 960 608 2,059 1,128

Acquisition related expenses — — — —

Other adjustments (1) 338 32 627 32

Non-GAAP Gross Profit $ 112,588 $ 93,076 $ 217,842 $ 175,689

Non-GAAP Gross Margin 74.9 % 71.5 % 75.3 % 71.8 %

1.For the three months ended June 30, 2026, adjustments include the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.3 million). For the three months ended June 30, 2025, adjustments include expenses related to Veracyte SAS investment review. For the six months ended June 30, 2026, adjustments include the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.6 million), partially offset by expense related to the restructuring of Veracyte SAS. For the six months ended June 30, 2025, adjustments include expenses related to Veracyte SAS investment review.

VERACYTE, INC.

RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Reconciliation of Non-GAAP Operating Expenses:

GAAP research and development $ 29,442 $ 16,264 $ 56,540 $ 33,984

Stock-based compensation expense (2,917) (2,008) (5,597) (4,074)

Acquisition related expenses (1) — — — —

Other adjustments (2) (199) — (476) —

Non-GAAP research and development $ 26,326 $ 14,256 $ 50,467 $ 29,910

GAAP sales and marketing $ 28,263 $ 25,316 $ 55,419 $ 49,770

Stock-based compensation expense (2,706) (2,198) (5,105) (4,156)

Acquisition related expenses (1) — — — —

Other adjustments (2) (48) — (79) —

Non-GAAP sales and marketing $ 25,509 $ 23,118 $ 50,235 $ 45,614

GAAP general and administrative $ 27,443 $ 32,331 $ 51,123 $ 66,139

Stock-based compensation expense (7,503) (6,171) (14,086) (12,585)

Acquisition related expenses (1) 319 925 686 (427)

Other adjustments (2) (2,127) (4,144) (3,822) (7,838)

Non-GAAP general and administrative $ 18,132 $ 22,941 $ 33,901 $ 45,289

GAAP total operating expenses $ 85,569 $ 95,037 $ 164,082 $ 171,641

Amortization of intangible assets (421) (621) (1,000) (1,243)

Stock-based compensation expense (13,126) (10,377) (24,788) (20,815)

Acquisition related expenses (1) 319 925 686 (427)

Other adjustments (2) (2,374) (24,649) (4,377) (28,343)

Non-GAAP total operating expenses $ 69,967 $ 60,315 $ 134,603 $ 120,813

1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended June 30, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString Technologies, Inc. ("NanoString") transaction ($0.3 million). For the three months ended June 30, 2025, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString transaction ($1.0 million) partially offset by contingent consideration associated with the C2i Genomics Ltd (“C2i Genomics”) acquisition ($0.1 million). For the six months ended June 30, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString transaction ($0.7 million). For the six months ended June 30, 2025, adjustments consist primarily of transaction-related expenses associated with the acquisition of C2i Genomics ($1.4 million) partially offset by NanoString contingent consideration ($1.0 million).

2.For the three months ended June 30, 2026, adjustments consist primarily of expenses related to the assessment of licensing and strategic investments ($1.3 million), expenses related to legal proceedings ($1.0 million), and expenses related to the liquidation proceedings of Veracyte SAS ($0.3 million), partially offset by the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.3 million). For the three months ended June 30, 2025, adjustments primarily include expenses related to Veracyte SAS impairment loss ($20.5 million) and Veracyte SAS investment review ($4.2 million). For the six months ended June 30, 2026, adjustments consist primarily of expenses related to the assessment of licensing and strategic investments ($3.0 million), expenses related to legal proceedings ($1.7 million), and expenses related to the liquidation proceedings of Veracyte SAS ($0.3 million), partially offset by the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.6 million). For the six months ended June 30, 2025, adjustments include additional expenses related to Veracyte SAS investment review ($3.8 million) partially offset by adjustments related to restructuring costs ($0.1 million).

VERACYTE, INC.

RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Reconciliation of Adjusted EBITDA:

GAAP Net Income (Loss) $ 25,490 $ (980) $ 54,197 $ 6,067

GAAP Net Income (Loss) as a % of Revenue 17.0 % (0.8 %) 18.7 % 2.5 %

Amortization of intangible assets 3,163 3,288 6,449 6,495

Depreciation expense 1,676 2,201 3,820 4,356

Stock-based compensation expense 14,086 10,985 26,847 21,943

Acquisition related expenses (1) (319) (925) (686) 427

Other expense (income), net (2) (3,884) (3,170) (7,362) (6,146)

Other adjustments (3) 2,712 22,147 1,192 24,738

Income tax expense (benefit) 1,033 2,230 2,300 2,611

Adjusted EBITDA $ 43,957 $ 35,776 $ 86,757 $ 60,491

Adjusted EBITDA as a % of Revenue 29.2 % 27.5 % 30.0 % 24.7 %

Reconciliation of Non-GAAP Net Income (Loss)

GAAP Net Income (Loss) $ 25,490 $ (980) $ 54,197 $ 6,067

Amortization of intangible assets 3,163 3,288 6,449 6,495

Stock-based compensation expense 14,086 10,985 26,847 21,943

Acquisition related expenses (1) (319) (925) (686) 427

Other adjustments (3) 2,712 22,147 1,192 24,738

Tax adjustments (4) (802) 437 (1,555) (242)

Non-GAAP Net Income $ 44,330 $ 34,952 $ 86,444 $ 59,428

Reconciliation of Non-GAAP Earnings per Share

Diluted earnings per share, GAAP $ 0.31 $ (0.01) $ 0.66 $ 0.08

Amortization of intangible assets 0.04 0.04 0.08 0.08

Stock-based compensation expense 0.17 0.14 0.33 0.27

Acquisition related expenses (1) — (0.01) (0.01) 0.01

Other adjustments (3) 0.03 0.28 0.01 0.31

Tax adjustments (4) (0.01) 0.01 (0.02) —

Rounding and impact of dilutive shares — (0.01) 0.01 (0.01)

Diluted earnings per share, non-GAAP $ 0.54 $ 0.44 $ 1.06 $ 0.74

Weighted average shares outstanding used in computing diluted earnings per share

Diluted, GAAP 82,059,442 78,391,502 81,753,292 79,905,121

Dilutive effect of equity awards (5) — 1,057,711 — —

Diluted, non-GAAP 82,059,442 79,449,213 81,753,292 79,905,121

1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended June 30, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString transaction ($0.3 million). For the three months ended June 30, 2025, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to NanoString ($1.0 million) partially offset by contingent consideration associated with the acquisition of C2i Genomics ($0.1 million). For the six months ended June 30, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString transaction ($0.7 million). For the six months ended June 30, 2025, adjustments consist primarily of transaction-related expenses associated with the acquisition of C2i Genomics ($1.4 million) partially offset by NanoString contingent consideration ($1.0 million).

2.Includes interest income and income related to research tax credits.

3.For the three months ended June 30, 2026, adjustments consist primarily of expenses related to the assessment of licensing and strategic investments ($1.3 million), expenses related to legal proceedings ($1.0 million), and expenses related to the liquidation proceedings of Veracyte SAS ($0.3 million). For the three months ended June 30, 2025, adjustments primarily include expenses related to Veracyte SAS impairment loss ($20.5 million) and Veracyte SAS investment review ($4.2 million), partially offset by the exclusion of unrealized gains associated with foreign exchange impacts on stock-based compensation and intercompany loans ($2.5 million). For the six months ended June 30, 2026, adjustments primarily include expenses related to the assessment of licensing and strategic investments ($3.0 million), expenses related to legal proceedings ($1.7 million), expenses related to the liquidation proceedings of Veracyte SAS ($0.3 million), and losses related to asset disposition ($0.4 million), partially offset by adjustments related to the restructuring and liquidation proceedings of Veracyte SAS ($4.2 million). For the six months ended June 30, 2025, adjustments include additional expenses related to Veracyte SAS investment review ($3.8 million) partially offset by adjustments related to restructuring costs ($0.1 million) and additional exclusion of unrealized gains associated with foreign exchange impacts on stock-based compensation and intercompany loans ($1.1 million).

4.Incremental non-GAAP tax expense reflects the tax impact of the non-GAAP adjustments listed.

5.In those periods in which GAAP net (loss) income is negative and non-GAAP net (loss) income is positive, non-GAAP diluted weighted average shares outstanding includes potentially dilutive common shares from equity awards as determined using the treasury stock method.

# # #

Investors:

Kelly Gura

investors@veracyte.com

Media:

Molly Cornbleet

media@veracyte.com

+1-650-351-8780

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