wgs-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2026

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)


Delaware			85-1966622
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

WGS

The Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share

WGSWW

The Nasdaq Stock Market LLC

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

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

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


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. o

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

The registrant had 29,688,027 shares of Class A common stock, par value $0.0001, outstanding at May 1, 2026.

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		Page
Cautionary Note Regarding Forward Looking Statements		3

Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

Part II. Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

Signatures		35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “estimate,” “may,” “expect” and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report, as well as other factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited to, statements about:

•our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows and future capital requirements to finance our operating requirements, and capital expenditures;

•our expectations for generating revenue, incurring losses, and profitability on a sustained basis;

•unforeseen circumstances or other disruptions to normal business operations arising from general economic and political conditions such as recessions, fluctuating inflation, interest rates and tariff rates, government budget cuts and government shut downs, supply chain interruptions, manufacturing constraints, public health emergencies, natural disasters, armed conflict, acts of terrorism or other uncontrollable events;

•our ability to successfully implement our business strategy;

•our expectations or ability to enter into service, collaboration and other partnership agreements;

•our expectations or ability to build our own commercial infrastructure to scale, market and sell our products;

•our expectations about the reliability, accuracy or performance of our tests;

•our estimates of the total addressable market for our current and potential product offerings;

•our ability to realize the expected benefits of our acquisition of Fabric Genomics, Inc. (“Fabric Genomics”) and the use of artificial intelligence (“AI”);

•actions or authorizations by the U.S. Food and Drug Administration (“FDA”), or other regulatory authorities;

•risks related to governmental regulation and other legal obligations, including privacy, data protection, information security, consumer protection, and anti-corruption and anti-bribery;

•our ability to obtain and maintain intellectual property protection for our product candidates;

•our ability to compete against existing and emerging technologies;

•third-party payor reimbursement and coverage decisions, negotiations and settlements;

•our reliance on third-party service providers for our data programs;

•our accounting estimates and judgments, including our expectations regarding the adequacy of our reserves for third party payor claims, and the fair value of the contingent consideration liability and our conclusions regarding the appropriateness of the carrying value of intangible assets and goodwill for the Fabric Genomics acquisition;

•our stock price and its volatility; and

•our ability to attract and retain key personnel.

The forward-looking statements contained in this report reflect our views and assumptions only as of the date that this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.

We qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

GeneDx Holdings Corp.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	March 31, 2026 (Unaudited)		December 31, 2025
Assets:
Current assets:
Cash and cash equivalents	$	93,924	$	104,997
Marketable securities	76,761		66,285
Accounts receivable	76,929		74,370
Inventory, net	12,241		13,951
Prepaid expenses and other current assets	10,774		8,685
Total current assets	270,629		268,288
Operating lease right-of-use assets	34,653		23,412
Property and equipment, net	50,125		45,693
Goodwill	1,641		13,520
Intangible assets, net	144,969		168,481
Other assets	4,284		4,316
Total assets	$	506,301	$	523,710
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and accrued expenses	$	46,562	$	57,645
Short-term lease liabilities	5,129		4,404
Other current liabilities	35,948		46,859
Total current liabilities	87,639		108,908
Long-term debt, net of current portion	96,732		48,176
Long-term lease liabilities	66,331		56,046
Other liabilities	71		1,641
Deferred taxes	1,404		757
Total liabilities	252,177		215,528
Purchase commitments and contingencies (Note 9)
Stockholders’ Equity:
Preferred Stock, $0.0001 par value: 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Class A common stock, $0.0001 par value: 1,000,000,000 shares authorized, 29,666,318 and 29,245,296 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	3		3
Additional paid-in capital	1,690,249		1,680,738
Accumulated deficit	(1,436,811)		(1,373,495)
Accumulated other comprehensive income	683		936
Total stockholders’ equity	254,124		308,182
Total liabilities and stockholders’ equity	$	506,301	$	523,710

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

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GeneDx Holdings Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share amounts)


	Three months ended March 31,
		2026		2025
Revenue
Diagnostic test revenue		$	101,299	$	85,759
Other revenue		955		1,356
Total revenue		102,254		87,115
Cost of services		34,043		28,639
Gross profit		68,211		58,476
Research and development		19,804		12,577
Selling, general and administrative		74,591		50,450
Impairment loss		31,287		—

Loss from operations		(57,471)		(4,551)

Non-operating (expenses) income, net
Change in fair value of financial liabilities		2,540		(1,100)
Interest expense, net		(717)		(640)
Loss on extinguishment of debt		(6,565)		—
Other (expense) income, net		(206)		209
Total non-operating expense, net		(4,948)		(1,531)
Loss before income taxes		(62,419)		(6,082)
Income tax expense		(897)		(447)
Net loss		$	(63,316)	$	(6,529)

Other comprehensive (loss) income, net of tax
Unrealized (loss) gain related to available for sale securities, net		(253)		75
Comprehensive loss		$	(63,569)	$	(6,454)

Weighted-average shares outstanding of Class A common stock		29,335,126		28,147,948
Basic and diluted loss per share, Class A common stock		$	(2.16)	$	(0.23)

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

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GeneDx Holdings Corp.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except share amounts)


	Three months ended March 31, 2026
	Class A Common Stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Total stockholders’ equity
	Shares	Par value
Balance at December 31, 2025	29,245,296	$	3	$	1,680,738	$	(1,373,495)	$	936	$	308,182
Net loss	—	—		—		(63,316)		—		(63,316)
Common stock issued pursuant to stock option exercises	2,314	—		58		—		—		58
Stock-based compensation expense	—	—		8,996		—		—		8,996
Vested restricted stock units converted to common stock	413,318	—		—		—		—		—

Issuance of common stock from subscription agreements and other	5,390	—		457		—		—		457
Other comprehensive loss, net of tax	—	—		—		—		(253)		(253)
Balance at March 31, 2026	29,666,318	$	3	$	1,690,249	$	(1,436,811)	$	683	$	254,124


	Three months ended March 31, 2025
	Class A Common Stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Total stockholders’ equity
	Shares	Par value
Balance at December 31, 2024	28,016,545	$	2	$	1,596,889	$	(1,352,474)	$	830	$	245,247
Net loss	—	—		—		(6,529)		—		(6,529)
Common stock issued pursuant to stock option exercises	33,442	—		735		—		—		735
Stock-based compensation expense	—	—		3,983		—		—		3,983
Vested restricted stock units converted to common stock	330,350	—		—		—		—		—
Issuance of common stock in ATM offering, net of issuance costs	150,000	—		13,894		—		—		13,894
Other comprehensive income, net of tax	—	—		—		—		75		75
Balance at March 31, 2025	28,530,337	$	2	$	1,615,501	$	(1,359,003)	$	905	$	257,405

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

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GeneDx Holdings Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three months ended March 31,
	2026		2025
Operating activities
Net loss	$	(63,316)	$	(6,529)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expense	6,809		5,678
Stock-based compensation expense	8,996		3,983
Change in fair value of financial liabilities	(2,540)		1,100
Deferred tax expense	897		447


Change in third party payor reserves	1,022		1,395
Loss on extinguishment of debt	6,565		—

Impairment loss	31,287		—
Other	1,034		757
Change in operating assets and liabilities:
Accounts receivable	(2,558)		(8,557)
Inventory	1,689		(2,032)
Accounts payable and accrued expenses	(13,168)		10,824
Other assets and liabilities	(9,125)		3,116
Net cash (used in) provided by operating activities	(32,408)		10,182
Investing activities

Purchases of marketable securities	(20,177)		(17,209)
Proceeds from sales of marketable securities	875		—
Proceeds from maturities of marketable securities	8,500		13,930
Purchases of property and equipment and development of internal-use software	(6,453)		(6,129)


Net cash used in investing activities	(17,255)		(9,408)
Financing activities
Proceeds from long term debt, net of issuance costs	96,998		13,894
Proceeds from issuance of common stock from subscription agreements	476		—

Exercise of stock options	58		735
Repayment of long-term debt, including prepayment penalty - Perceptive	(54,000)		—
Repayment and principal payments for long-term debt - DECD	(4,447)		(300)
Finance lease principal payments	(495)		(611)
Net cash provided by financing activities	38,590		13,718
Net (decrease) increase in cash, cash equivalents and restricted cash	(11,073)		14,492
Cash, cash equivalents and restricted cash, at beginning of period	105,989		86,202
Cash, cash equivalents and restricted cash, at end of period	$	94,916	$	100,694

Supplemental disclosures of cash flow information
Cash paid for interest	$	1,748	$	1,600
Cash paid for taxes	$	754	$	206

Lease liability from obtaining right-of-use asset	$	12,086	$	—
Purchases of property and equipment in accounts payable and accrued expenses	$	5,915	$	2,197

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

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GeneDx Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Description of Business

GeneDx Holdings Corp., through its subsidiary GeneDx, LLC, is a leading genomics company—one that sits at the intersection of diagnostics and data science, pairing decades of genomic expertise with an ability to interpret clinical data at scale. The Company believes that everyone deserves personalized, targeted medical care—and that it all begins with a genetic diagnosis. Fueled by one of the world’s largest rare disease data sets, the Company’s industry-leading exome and genome tests translate complex genomic data into clinical answers that unlock personalized health plans, accelerate drug discovery, and improve health system efficiencies. The Company operates with conviction that what is best for patients must be embedded in every aspect of our work. In support of these beliefs, we value equitability, simplicity and transparency.

Unless otherwise stated herein or unless the context otherwise requires, references in these notes to:

•“GeneDx Holdings” refer to GeneDx Holdings Corp., a Delaware corporation;

•“Legacy GeneDx” refer to GeneDx, LLC, a Delaware limited liability company, which we acquired on April 29, 2022 (the “Acquisition”);

•“Legacy Sema4” refer to Sema4 OpCo Inc., a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”);

•“Fabric Genomics” refer to Fabric Genomics, Inc., a Delaware Corporation, which we acquired on May 5, 2025 (the “Merger”); and

•“we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to GeneDx Holdings and its consolidated subsidiaries.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 23, 2026 (the “2025 Form 10-K”).

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of financial liabilities, the valuation of goodwill and intangible assets, and income taxes. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions.

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Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the 2025 Form 10-K. Except as disclosed below, there have been no material changes to the Company’s critical accounting policies and estimates in the current period.

Capitalized Software

The Company capitalizes certain costs incurred to develop internal-use software. Capitalization begins when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating the probability of completion, the Company considers whether significant development uncertainty exists, including whether the software contains novel or unproven functions that have not been resolved through testing or whether significant performance requirements remain substantially undefined.

Costs incurred prior to meeting these capitalization criteria, as well as costs for training and maintenance, are expensed as incurred. Capitalization ceases when the software project is substantially complete and ready for its intended use. Capitalized software costs are amortized using the straight-line method over an estimated useful life of three to five years. The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

See Note 5, “Property and Equipment, net” for more information.

Concentration of Credit Risk

The Company assesses both the self-pay patient and, if applicable, the third-party payor groups that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payor groups are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of March 31, 2026 and December 31, 2025 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. The Company does not require collateral as a means to mitigate customer credit risk.

For each significant payor group, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


		Revenue		Accounts Receivable
	Three months ended March 31,		March 31,	December 31,
		2026	2025	2026	2025
Payor group A(1)		26%	24%	21%	18%
Payor group B(1)		31%	32%	26%	27%

(1)The significant payor groups identified in the table above represent multiple payors aggregated based on similar contract terms and reimbursement patterns. No single payor or individual client accounted for more than 10% of revenue or receivables for the current period.

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents, laboratory equipment and laboratory supplies. One supplier accounted for approximately 31% and 25% for the three months ended March 31, 2026 and 2025, respectively. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for the majority of these reagents and supplies.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The standard requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. As revised by the issuance of ASU 2025-01, Disaggregation of Income Statement Expenses: Clarifying the Effective Date (“ASU 2025-01”) in January 2025, the provisions of ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). The standard addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental

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improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (“ASU 2025-06”). The standard establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development. The update is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company early adopted this pronouncement on a prospective basis effective January 1, 2026, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.

3. Revenue Recognition

Disaggregated Revenue

The following table summarizes the Company’s disaggregated revenue by payor category:


	Three months ended March 31,
	2026						2025
	GeneDx		Other(1)		Total		GeneDx		Other(1)		Total
Diagnostic test revenue:
Patients with third-party insurance	$	84,919	$	—	$	84,919	$	68,059	$	—	$	68,059
Institutional customers	15,528		566		16,094		17,604		—		17,604
Self-pay patients	286		—		286		96		—		96
Total diagnostic test revenue	100,733		566		101,299		85,759		—		85,759
Other revenue	763		192		955		1,356		—		1,356
Total	$	101,496	$	758	$	102,254	$	87,115	$	—	$	87,115

(1)For the three months ended March 31, 2026, Other represents revenues of the Fabric Genomics and Legacy Sema4 operating segments. For the three months ended March 31, 2025, Other represents revenues associated with the Legacy Sema4 operating segment. See Note 14, “Segment Reporting” for more information.

Reassessment of Variable Consideration

Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly.

For the three months ended March 31, 2026 and 2025, the total change in estimate resulted in a net increase to revenue of $5.6 million and $6.9 million, respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligations were met, and potential and actual settlements with third party payors. The change in estimate also included an increase in revenue related to the release of a previously established payor reserve, as further disclosed in the “Certain Payor Matters” section below.

Certain Payor Matters

As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment

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for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline.

From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations.

As of March 31, 2026 and December 31, 2025, the Company’s third-party payor reserves were $6.0 million and $5.0 million, respectively, and were recorded in accounts payable and accrued expenses and other liabilities, respectively, in the condensed consolidated balance sheets. Included in these reserve balances is a $2.0 million scheduled payment to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by a third-party payor to Legacy Sema4 (the “Disputed Claims”), which is due in June 2026.

4. Fair Value Measurements

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis:

March 31, 2026

Total

Level 1

Level 2

Level 3

Financial Assets:

Money market funds