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Form 8-K

sec.gov

8-K — VERACYTE, INC.

Accession: 0001384101-26-000029

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001384101

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vcyt-20260505.htm (Primary)

EX-99.1 (vcyt-05x05x20268xkearnings.htm)

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8-K

8-K (Primary)

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FALSE000138410100013841012026-05-052026-05-05

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): May 5, 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 May 5, 2026, Veracyte, Inc. issued a press release announcing its financial results for the quarter ended March 31, 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 May 5, 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:

May 5, 2026

VERACYTE, INC.

By:

/s/ Rebecca Chambers

Name:

Rebecca Chambers

Title:

Chief Financial Officer

Principal Financial Officer

EX-99.1

EX-99.1

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Document

Exhibit 99.1

Veracyte Announces First Quarter 2026 Financial Results

Grew total revenue to $139.1 million and testing revenue to $135.1 million, representing increases of 21% and 26% year-over-year, respectively

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

SOUTH SAN FRANCISCO, Calif., May 5, 2026 --- Veracyte, Inc. (Nasdaq: VCYT), a leading cancer diagnostics company, today announced financial results for the first quarter ended March 31, 2026.

“We had a strong start to the year, with Decipher and Afirma volume growth surpassing expectations and exceeding our profitability targets,” said Marc Stapley, Veracyte’s CEO. “Our growing clinical evidence continues to set us apart, and this quarter strengthened it even further. We believe we are approaching an inflection point with the upcoming launches of Prosigna LDT and TrueMRD, two of the most significant new products in our history, creating meaningful opportunities for market expansion in Breast, Bladder and other cancers, alongside continued growth in our Prostate and Thyroid businesses.”

Key Financial Highlights

For the three-month period ended March 31, 2026, as compared to the same period in 2025:

•Increased total revenue by 21% to $139.1 million and testing revenue by 26% to $135.1 million, driven by Decipher growth of 30% to $86.5 million and Afirma growth of 21% to $46.4 million.

•Increased total volume by 17% to 47,615 tests and testing volume by 19% to 45,248 tests, driven by Decipher growth of 24% to approximately 28,000 tests and Afirma growth of 12% to approximately 17,200 tests.

•Recorded GAAP net income of $28.7 million, or 20.6% of revenue, and delivered adjusted EBITDA of $42.8 million, or 30.8% of revenue.

•Generated $35.2 million of cash from operations to end the quarter with $439.1 million of cash, cash equivalents, and short-term investments as of March 31, 2026.

Key Business Highlights

•Advanced the evidence pipeline for Decipher with enrollment completed for GUIDANCE and G-MAJOR phase III trials.

•Announced data published in European Urology Oncology showing Decipher’s ability to stratify risk among patients undergoing active surveillance.

•Announced more than 15 studies featuring Decipher Prostate and Decipher Bladder will be presented at the AUA Annual Meeting next week, including the expanding impact of Decipher Prostate in studies using real-world data.

•Strengthened the leadership team with the appointments of Kevin Haas as Chief Development and Technology Officer and Tracy Ward as Chief Human Resources Officer.

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."

First Quarter 2026 Financial Results

Total revenue for the first quarter of 2026 was $139.1 million, an increase of 21% compared to $114.5 million reported in the first quarter of 2025. Testing revenue was $135.1 million, an increase of 26% compared to $107.3 million in the first quarter of 2025, driven by growth in our Decipher Prostate and Afirma tests. Product revenue was $3.7 million, an increase of 3% compared to $3.6 million in the first quarter of 2025. Biopharmaceutical and other revenue was $0.3 million, an expected decrease compared to $3.6 million in the first quarter of 2025 given the restructuring and liquidation proceedings of Veracyte SAS.

Total gross margin for the first quarter of 2026 was 73%, compared to 69% in the first quarter of 2025. Non-GAAP gross margin was 76%, compared to 72% in the first quarter of 2025.

Operating expenses were $78.5 million for the first quarter of 2026 compared to $76.6 million in the first quarter of 2025. Non-GAAP operating expenses grew 7% to $64.6 million compared to $60.5 million in the first quarter of 2025.

Net income for the first quarter of 2026 was $28.7 million, an improvement of 307% compared to the first quarter of 2025. Diluted net earnings per common share was $0.35, an improvement of $0.26 compared to the first quarter of 2025. Non-GAAP diluted net earnings per common share was $0.52, an increase of $0.21 compared to the first quarter of 2025. Net cash provided by operating activities in the first three months of 2026 was $35.2 million, an improvement of $29.9 million compared to the same period in 2025.

Adjusted EBITDA for the first quarter of 2026 was $42.8 million, an improvement of 73% compared to the first quarter of 2025, representing 30.8% of revenue compared to 21.6% of revenue in the same period in 2025.

2026 Financial Outlook

The company is raising 2026 total revenue guidance to $582 million to $592 million, or 13% to 14% growth, from prior guidance of $570 to $582 million, or 10% to 13% growth. The company is also raising testing revenue guidance to $570 million to $580 million, or 16% to 18% growth, excluding the contribution from new tests.

Additionally, the company is raising guidance for adjusted EBITDA margin to greater than 26%, from approximately 25% prior.

The company is unable to provide a quantitative reconciliation of expected adjusted EBITDA margin to 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/293q6w6a. 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.

The conference call dial-in can be accessed by registering via the following link: https://register-conf.media-server.com/register/BIe7dfa54183624bef85d5dea0e7c81024.

About Veracyte

Veracyte (Nasdaq: VCYT) is a global diagnostics company whose vision is to transform cancer care for patients all over the world. We empower clinicians with the high-value insights they need to guide and assure patients at pivotal moments in the race to diagnose and treat cancer. Our Veracyte Diagnostics Platform delivers high-performing cancer tests that are fueled by broad genomic and clinical data, deep bioinformatic and AI capabilities, and a powerful evidence-generation engine, which ultimately drives durable reimbursement and guideline inclusion for our tests, along with new insights to support continued innovation and pipeline development. For more information, please visit www.veracyte.com or follow us 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 our tests and products, including upcoming product launches. 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 or reasons why actual results might differ, 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 March 31,

2026 2025

Revenue:

Testing revenue $ 135,091  $ 107,309

Product revenue 3,679  3,580

Biopharmaceutical and other revenue 301  3,584

Total revenue 139,071  114,473

Cost of revenue: (1)

Cost of testing revenue 33,306  28,260

Cost of product revenue 1,891  1,422

Cost of biopharmaceutical and other revenue 8  2,698

Intangible asset amortization - cost of revenue 2,707  2,585

Total cost of revenue 37,912  34,965

Gross profit 101,159  79,508

Operating expenses: (1)

Research and development 27,098  17,720

Selling and marketing 27,156  24,454

General and administrative 23,680  33,808

Intangible asset amortization - operating expenses 579  622

Total operating expenses 78,513  76,604

Income from operations 22,646  2,904

Other income, net 7,328  4,524

Income before income taxes 29,974  7,428

Income tax provision 1,267  381

Net income $ 28,707  $ 7,047

Earnings per share:

Basic $ 0.36  $ 0.09

Diluted $ 0.35  $ 0.09

Shares used to compute earnings per common share:

Basic 79,536,601  78,028,254

Diluted 81,313,588  80,056,024

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 March 31,

2026 2025

Cost of revenue $ 1,099  $ 520

Research and development 2,680  2,066

Selling and marketing 2,399  1,958

General and administrative 6,583  6,414

Total stock-based compensation expense $ 12,761  $ 10,958

VERACYTE, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026 2025

Net income $ 28,707  $ 7,047

Other comprehensive income (loss):

Change in currency translation adjustments (9) 7,449

Net comprehensive income $ 28,698  $ 14,496

VERACYTE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

March 31, December 31,

2026 2025

(Unaudited) (See Note 1)

Assets

Current assets:

Cash and cash equivalents $ 263,136  $ 362,578

Short-term investments 175,924  50,311

Accounts receivable 50,112  44,660

Supplies 21,416  20,546

Prepaid expenses and other current assets 11,587  10,281

Total current assets

522,175  488,376

Property, plant and equipment, net 22,652  22,192

Right-of-use assets, operating leases 35,865  36,599

Intangible assets, net 85,863  89,148

Goodwill 767,154  767,154

Restricted cash 1,657  1,648

Other assets 1,034  902

Total assets $ 1,436,400  $ 1,406,019

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 6,908  $ 4,593

Accrued liabilities 43,129  48,801

Current portion of deferred revenue 749  1,160

Current portion of acquisition-related contingent consideration 982  1,332

Current portion of operating lease liabilities 4,347  4,051

Total current liabilities

56,115  59,937

Deferred tax liabilities 636  646

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

Operating lease liabilities, net of current portion 34,986  35,603

Total liabilities

91,994  96,443

Total stockholders’ equity 1,344,406  1,309,576

Total liabilities and stockholders’ equity $ 1,436,400  $ 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)

Three Months Ended March 31,

2026 2025

Operating activities

Net income $ 28,707  $ 7,047

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

Depreciation and amortization 5,430  5,362

Loss on disposal of property, plant and equipment 366  —

Stock-based compensation 12,761  10,958

Deferred income taxes (10) 15

Noncash lease expense 732  904

Revaluation of acquisition-related contingent consideration (350) (1,954)

Effect of foreign currency on operations (80) (1,585)

Amortization of discount on short-term investments (614) (882)

Changes in operating assets and liabilities:

Accounts receivable (5,567) (7,053)

Supplies (870) (2,298)

Prepaid expenses and other current assets (1,306) (2,928)

Other assets (132) 122

Operating lease liabilities (319) (577)

Accounts payable 2,587  7,120

Accrued liabilities and deferred revenue (6,120) (8,889)

Net cash provided by operating activities 35,215  5,362

Investing activities

Purchase of short-term investments (124,999) (49,999)

Purchases of property, plant and equipment (2,962) (1,819)

Net cash used in investing activities (127,961) (51,818)

Financing activities

Payment of taxes on vested restricted stock units (9,364) (9,451)

Proceeds from the exercise of common stock options and employee stock purchases 2,735  2,967

Net cash used in financing activities (6,629) (6,484)

Decrease in cash, cash equivalents and restricted cash (99,375) (52,940)

Effect of foreign currency on cash, cash equivalents and restricted cash (58) 74

Net decrease in cash, cash equivalents and restricted cash (99,433) (52,866)

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

Cash, cash equivalents and restricted cash at end of period $ 264,793  $ 187,765

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(Unaudited)

(In thousands)

March 31, December 31,

2026 2025

Cash and cash equivalents $ 263,136  $ 362,578

Restricted cash 1,657  1,648

Total cash, cash equivalents and restricted cash $ 264,793  $ 364,226

VERACYTE, INC.

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

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026 2025

Reconciliation of Non-GAAP Cost of Revenue:

GAAP cost of testing revenue $ 33,306  $ 28,260

Stock-based compensation expense (1,099) (446)

Acquisition related expenses —  —

Other adjustments (1) (300) —

Non-GAAP cost of testing revenue $ 31,907  $ 27,814

GAAP cost of product revenue 1,891  1,422

Stock-based compensation expense —  (1)

Acquisition related expenses —  —

Other adjustments (1) 11  —

Non-GAAP cost of product revenue $ 1,902  $ 1,421

GAAP cost of biopharmaceutical and other revenue 8  2,698

Stock-based compensation expense —  (73)

Acquisition related expenses —  —

Other adjustments (1) —  —

Non-GAAP cost of biopharmaceutical and other revenue $ 8  $ 2,625

Reconciliation of Non-GAAP Gross Margin:

GAAP Gross Profit $ 101,159  $ 79,508

GAAP Gross Margin 72.7 % 69.5 %

Amortization of intangible assets 2,707  2,585

Stock-based compensation expense 1,099  520

Acquisition related expenses —  —

Other adjustments (1) 289  —

Non-GAAP Gross Profit $ 105,254  $ 82,613

Non-GAAP Gross Margin 75.7 % 72.2 %

1.For the three months ended March 31, 2026, adjustments include the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.3 million), partially offset by expense related to the restructuring of Veracyte SAS.

VERACYTE, INC.

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

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026 2025

Reconciliation of Non-GAAP Operating Expenses:

GAAP research and development $ 27,098  $ 17,720

Stock-based compensation expense (2,680) (2,066)

Acquisition related expenses (1) —  —

Other adjustments (2) (277) —

Non-GAAP research and development $ 24,141  $ 15,654

GAAP sales and marketing $ 27,156  $ 24,454

Stock-based compensation expense (2,399) (1,958)

Acquisition related expenses (1) —  —

Other adjustments (2) (31) —

Non-GAAP sales and marketing $ 24,726  $ 22,496

GAAP general and administrative $ 23,680  $ 33,808

Stock-based compensation expense (6,583) (6,414)

Acquisition related expenses (1) 367  (1,352)

Other adjustments (2) (1,695) (3,694)

Non-GAAP general and administrative $ 15,769  $ 22,348

GAAP total operating expenses $ 78,513  $ 76,604

Amortization of intangible assets (579) (622)

Stock-based compensation expense (11,662) (10,438)

Acquisition related expenses (1) 367  (1,352)

Other adjustments (2) (2,003) (3,694)

Non-GAAP total operating expenses $ 64,636  $ 60,498

1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended March 31, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString Technologies, Inc. ("NanoString") transaction ($0.4 million). For the three months ended March 31, 2025, adjustments consist primarily of transaction-related expenses associated with the acquisition of C2i Genomics ($1.3 million).

2.For the three months ended March 31, 2026, adjustments consist primarily of expenses related to the assessment of licensing and strategic investments ($1.7 million) and expenses related to legal proceedings ($0.6 million), partially offset by the impact of Non-GAAP adjustments on IT/Facilities allocations ($0.3 million). For the three months ended March 31, 2025, adjustments primarily include expense 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 March 31,

2026 2025

Reconciliation of Adjusted EBITDA:

GAAP Net Income (Loss) $ 28,707  $ 7,047

GAAP Net Income (Loss) as a % of Revenue 20.6 % 6.2 %

Amortization of intangible assets 3,286  3,207

Depreciation expense 2,144  2,155

Stock-based compensation expense 12,761  10,958

Acquisition related expenses (1) (367) 1,352

Other expense (income), net (2) (3,478) (2,976)

Other adjustments (3) (1,520) 2,591

Income tax expense (benefit) 1,267  381

Adjusted EBITDA $ 42,800  $ 24,715

Adjusted EBITDA as a % of Revenue 30.8 % 21.6 %

Reconciliation of Non-GAAP Net Income (Loss)

GAAP Net Income (Loss) $ 28,707  $ 7,047

Amortization of intangible assets 3,286  3,207

Stock-based compensation expense 12,761  10,958

Acquisition related expenses (1) (367) 1,352

Other adjustments (3) (1,520) 2,591

Tax adjustments (4) (753) (679)

Non-GAAP Net Income $ 42,114  $ 24,476

Reconciliation of Non-GAAP Earnings per Share

Diluted earnings per share, GAAP $ 0.35  $ 0.09

Amortization of intangible assets 0.04  0.04

Stock-based compensation expense 0.16  0.14

Acquisition related expenses (1) —  0.02

Other adjustments (3) (0.02) 0.03

Tax adjustments (4) (0.01) (0.01)

Rounding and impact of dilutive shares —  —

Diluted earnings per share, non-GAAP $ 0.52  $ 0.31

Weighted average shares outstanding used in computing diluted earnings per share

Diluted, GAAP 81,313,588  80,056,024

Dilutive effect of equity awards (5) —  —

Diluted, non-GAAP 81,313,588  80,056,024

1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended March 31, 2026, adjustments consist primarily of transaction-related expenses associated with contingent consideration related to the NanoString transaction ($0.4 million). For the three months ended March 31, 2025, adjustments consist primarily of transaction-related expenses associated with the acquisition of C2i Genomics ($1.3 million).

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

3.For the three months ended March 31, 2026, adjustments primarily include impacts from the restructuring and liquidation proceedings of Veracyte SAS ($4.2 million), partially offset by expenses related to the assessment of licensing and strategic investments ($1.7 million), other legal proceedings ($0.6 million) and losses related to asset disposition ($0.4 million). For the three months ended March 31, 2025, adjustments primarily include expense related to Veracyte SAS site investment review ($3.8 million), partially offset by adjustments related to restructuring costs ($0.1 million) and the 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

619-393-1545

Media:

Molly Cornbleet

media@veracyte.com

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May 05, 2026

Cover [Abstract]

Document Type

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Document Period End Date

May 05, 2026

Entity Registrant Name

VERACYTE, INC.

Entity Incorporation, State or Country Code

DE

Entity File Number

001-36156

Entity Tax Identification Number

20-5455398

Entity Address, Address Line One

6000 Shoreline Court

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

South San Francisco

Entity Address, State or Province

CA

Entity Address, Postal Zip Code

94080

City Area Code

650

Local Phone Number

243-6300

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

VCYT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001384101

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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