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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2025


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


	For the transition period from		to

Commission File Number: 001-40407

Vera Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	81-2744449
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2000 Sierra Point Parkway, Suite 1200 Brisbane, California	94005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 770-0077

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

     Title of each class
 
     Trading
Symbol(s)
 
     Name of each exchange
on which registered

     Class A common stock, $0.001 par value per 
share

     VERA

     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 ☒ No ☐

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

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 30, 2025, the registrant had 63,928,066 shares of common stock, $0.001 par value per share, outstanding, consisting solely of Class A common stock, $0.001 par value per share.

Table of Contents


	Page Number

SUMMARY OF RISKS ASSOCIATED WITH OUR BUSINESS	2

PART I. FINANCIAL INFORMATION	4

Item 1. Condensed Financial Statements (Unaudited)	4

Condensed Balance Sheets	4

Condensed Statements of Operations and Comprehensive Loss	5

Condensed Statements of Stockholders’ Equity	6

Condensed Statements of Cash Flows	8

Notes to Condensed Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3. Quantitative and Qualitative Disclosures About Market Risk	26

Item 4. Controls and Procedures	27

PART II. OTHER INFORMATION	28

Item 1. Legal Proceedings	28

Item 1A. Risk Factors	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	80

Item 3. Defaults Upon Senior Securities	80

Item 4. Mine Safety Disclosures	80

Item 5. Other Information	80

Item 6. Exhibits	81

SIGNATURES	82

In this Quarterly Report on Form 10-Q, unless otherwise stated or as the context otherwise requires, references to “Vera,” “the Company,” “we,” “us,” “our” and similar references refer to Vera Therapeutics, Inc.

This Quarterly Report on Form 10-Q also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing in this report are the property of their respective holders. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

SUMMARY OF RISKS ASSOCIATED WITH OUR BUSINESS

An investment in shares of our Class A common stock involves a high degree of risk. Below is a list of some of the material risks associated with our business. This summary does not address all of the risks that we face. Additional discussion of the risks listed in this summary, as well as other risks that we face, is set forth under Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q:

•

We have completed a limited number of clinical trials for our lead product candidate, atacicept, and have no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability.

•

We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs of our product candidates or future commercialization efforts.

•

We have incurred net losses since inception, and have never generated revenue from product sales. We expect to continue to incur net losses at least until we have one or more approved products that achieve commercial success.

•

The terms of our loan agreement place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

•

We are substantially dependent on the success of our product candidates, atacicept and MAU868, which are currently in the clinical development stage, and VT-109, which is in the pre-clinical development stage. If we are unable to complete development of, obtain regulatory approval for and commercialize our product candidates in one or more indications and in a timely manner, our business, financial condition, results of operations and prospects will be significantly harmed.

•

Enrollment and retention of participants in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control, including difficulties in identifying patients with immunoglobulin A nephropathy (IgAN), the availability of competitive products, and significant competition for recruiting participants in clinical trials.

•

The incidence and prevalence for target patient populations of our product candidates in specific indications are based on estimates and third-party sources. If the market opportunities for atacicept, MAU868, VT-109, or any future product candidate we may develop, if and when approved, are smaller than we estimate or if any approval that we obtain is based on a narrower definition of the patient population, our revenue and ability to achieve profitability might be materially and adversely affected.

•

Interim, initial, “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change as more participant data become available and are subject to audit and verification procedures that could result in material changes in the final data.

•

We face significant competition, which may result in others discovering, developing or commercializing products before or more successfully than us.

•

Changes in methods of manufacturing or formulation of our product candidates may result in additional costs or delays.

•

Our product candidates may cause significant adverse events, toxicities or other undesirable side effects when used alone or in combination with other approved products or investigational new drugs that may result in a safety profile that could inhibit regulatory approval, prevent market acceptance, limit their commercial potential or result in significant negative consequences.

•

Even if any product candidate we develop receives regulatory approval, it could be subject to significant post-marketing regulatory requirements and will be subject to continued regulatory oversight.

•

Disruptions at the FDA and other government agencies caused by funding shortages, staffing limitations, or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, and prevent new or modified products from being developed, reviewed, approved or commercialized in a timely manner or at all, which could negatively impact our business.

•

Biosimilars to our product candidates may provide competition sooner than anticipated.

•

Unfavorable geopolitical and global economic conditions, including tariffs and trade tensions, could adversely affect our business, financial condition and results of operations.

•

Our success is highly dependent on our ability to attract and retain highly skilled executive officers, employees and key consultants.

•

We have never commercialized a product candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize any products on our own or together with suitable collaborators.

•

Our success depends on our ability to protect our intellectual property and our proprietary technologies.

•

If we breach our license agreement (Ares Agreement) with Ares Trading S.A. (Ares), an affiliate of Merck KGaA, Darmstadt, Germany, related to atacicept, the license agreement with Novartis International Pharmaceutical AG (Novartis) related to MAU868, or the license agreement with the Board of Trustees of Leland Stanford Junior University (Stanford) related to VT-109, we could lose the ability to continue the development and commercialization of atacicept, MAU868, or VT-109, respectively.

•

We may be required to make significant payments under our license agreements related to atacicept, MAU868, and VT-109.

•

If the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected.

•

Patent terms may be inadequate to protect our competitive position on atacicept, MAU868, VT-109, or any future product candidates we may develop for an adequate amount of time.

•

We rely, and expect to continue to rely, on third parties, including independent clinical investigators and Contract Research Organizations (CROs), to conduct certain aspects of our nonclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties, comply with applicable regulatory requirements or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize atacicept, MAU868, VT-109, or future product candidates we may develop and our business, financial condition, results of operations and prospects could be significantly harmed.

•

The manufacture of drugs is complex and our third-party manufacturers may encounter difficulties in production. If any of our third-party manufacturers encounter such difficulties, our ability to provide adequate supply of our product candidates for clinical trials or our product for patients, if approved, could be delayed or prevented.

•

If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

•

The price of our common stock may be volatile, and you could lose all or part of your investment.

•

If we experience material weaknesses in internal control over financial reporting in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

•

Our principal stockholders and management own a significant percentage of our outstanding voting stock and will be able to exert significant control over matters subject to stockholder approval.

•

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

•

We may be subject to securities litigation, which is expensive and could divert management attention.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VERA THERAPEUTICS, INC.

Condensed Balance Sheets

(in thousands, except share amounts)


	September 30,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	57,773		$	92,646
Marketable securities		439,616			548,206
Prepaid expenses and other assets, current		13,922			10,366
Total current assets		511,311			651,218
Property and equipment, net		1,155			960
Operating lease right-of-use assets		2,036			3,372
Prepaid expenses and other assets, noncurrent		3,001			131
Total assets	$	517,503		$	655,681
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	17,950		$	7,665
Operating lease liabilities		473			1,483
Accrued expenses and other liabilities, current		23,457			16,223
Total current liabilities		41,880			25,371
Long-term debt		74,648			50,687
Operating lease liabilities, noncurrent		2,095			2,468
Total liabilities		118,623			78,526
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 authorized as of September 30, 2025 and December 31, 2024; no shares issued and outstanding as of September 30, 2025 and December 31, 2024		—			—
Class A common stock, $0.001 par value; 500,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 63,894,845 and 63,559,858 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		64			64
Additional paid-in capital		1,067,703			1,037,948
Accumulated other comprehensive income		881			393
Accumulated deficit		(669,768	)		(461,250	)
Total stockholders’ equity		398,880			577,155
Total liabilities and stockholders’ equity	$	517,503		$	655,681

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

VERA THERAPEUTICS, INC.

Condensed Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating expenses:
Research and development	$	56,473		$	40,314		$	155,946		$	92,825
General and administrative		27,459			9,487			65,321			25,431
Total operating expenses		83,932			49,801			221,267			118,256
Loss from operations		(83,932	)		(49,801	)		(221,267	)		(118,256	)
Other income (expense):
Interest income		5,736			4,761			18,962			14,051
Interest expense		(1,960	)		(1,936	)		(5,627	)		(5,755	)
Other (expense) income, net		(137	)		344			(586	)		1,237
Total other income, net		3,639			3,169			12,749			9,533
Net loss	$	(80,293	)	$	(46,632	)	$	(208,518	)	$	(108,723	)
Other comprehensive loss:
Change in unrealized gains and losses on marketable securities		354			1,494			488			793
Comprehensive loss	$	(79,939	)	$	(45,138	)	$	(208,030	)	$	(107,930	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.26	)	$	(0.85	)	$	(3.27	)	$	(2.03	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		63,847,055			54,898,297			63,769,948			53,537,910

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

VERA THERAPEUTICS, INC.

Condensed Statements of Stockholders’ Equity

(unaudited)

(in thousands, except share amounts)


	Class A Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balances as of December 31, 2024		63,559,858	$	64	$	1,037,948	$	393		$	(461,250	)	$	577,155
Issuance of common stock pursuant to exercise of options		100,587		—		982		—			—			982
Issuance of common stock upon vesting of restricted stock units		90,283		—		—		—			—			—
Issuance of common stock pursuant to employee stock purchase plan		23,430		—		551		—			—			551
Stock-based compensation		—		—		7,744		—			—			7,744
Unrealized gain on marketable securities		—		—		—		261			—			261
Net loss		—		—		—		—			(51,694	)		(51,694	)
Balances as of March 31, 2025		63,774,158	$	64	$	1,047,225	$	654		$	(512,944	)	$	534,999
Issuance of common stock pursuant to exercise of options		45,162		—		464		—			—			464
Issuance of common stock upon vesting of restricted stock units		4,345		—		—		—			—			—
Stock-based compensation		—		—		9,472		—			—			9,472
Unrealized loss on marketable securities		—		—		—		(127	)		—			(127	)
Net loss		—		—		—		—			(76,531	)		(76,531	)
Balances as of June 30, 2025		63,823,665	$	64	$	1,057,161	$	527		$	(589,475	)	$	468,277
Issuance of common stock pursuant to exercise of options		4,882		—		31		—			—			31
Issuance of common stock upon vesting of restricted stock units		28,390		—		—		—			—			—
Issuance of common stock pursuant to employee stock purchase plan		37,908		—		766								766
Stock-based compensation		—		—		9,745		—			—			9,745
Unrealized gain on marketable securities		—		—		—		354			—			354
Net loss		—		—		—		—			(80,293	)		(80,293	)
Balances as of September 30, 2025		63,894,845	$	64	$	1,067,703	$	881		$	(669,768	)	$	398,880


	Class A Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Income (Loss)			Deficit			Equity
Balances as of December 31, 2023		44,452,161		$	44	$	410,492		$	251		$	(309,102	)	$	101,685
Issuance of common stock from underwritten follow-on offering, net of offering costs		9,274,194			9		269,583			—			—			269,592
Issuance of common stock pursuant to exercise of options		708,897			1		6,612			—			—			6,613
Issuance of common stock upon vesting of restricted stock units		938			—		—			—			—			—
Issuance of common stock pursuant to employee stock purchase plan		21,181			—		298			—			—			298
Proceeds from short swing settlement		—			—		37			—			—			37
Stock-based compensation		—			—		4,124			—			—			4,124
Unrealized loss on marketable securities		—			—		—			(424	)		—			(424	)
Net loss		—			—		—			—			(28,383	)		(28,383	)
Balances as of March 31, 2024		54,457,371		$	54	$	691,146		$	(173	)	$	(337,485	)	$	353,542
Issuance of common stock pursuant to exercise of options		358,265			1		3,438			—			—			3,439
Issuance of common stock upon vesting of restricted stock units		937			—		—			—			—			—
Stock-based compensation		—			—		4,873			—			—			4,873
Unrealized loss on marketable securities		—			—		—			(277	)		—			(277	)
Net loss		—			—		—			—			(33,708	)		(33,708	)
Balances as of June 30, 2024		54,816,573		$	55	$	699,457		$	(450	)	$	(371,193	)	$	327,869
Issuance of common stock pursuant to exercise of options		100,628			—		505			—			—			505
Issuance of common stock upon vesting of restricted stock units		105,597			—		—			—			—			—
Issuance of common stock pursuant to employee stock purchase plan		7,763			—		247			—			—			247
Repurchase of common stock		(4,450	)		—		(13	)		—			—			(13	)
Stock-based compensation		—			—		5,588			—			—			5,588
Unrealized gain on marketable securities		—			—		—			1,494			—			1,494
Net loss		—			—		—			—			(46,632	)		(46,632	)
Balances as of September 30, 2024		55,026,111		$	55	$	705,784		$	1,044		$	(417,825	)	$	289,058

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

VERA THERAPEUTICS, INC.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(208,518	)	$	(108,723	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		333			50
Accretion of discount and amortization of premium on debt securities, net		(5,872	)		(6,906	)
Accretion of loan exit fee and amortization of loan costs, net		1,220			593
Reduction in the carrying amount of operating lease right-of-use assets		1,336			1,516
Stock-based compensation		26,961			14,585
Payment of VT-109 license fee		800			—
Changes in operating assets and liabilities:
Prepaid expense and other current assets		(3,556	)		485
Other assets		50			342
Accounts payable		10,285			(6,516	)
Accrued and other liabilities		7,234			10,955
Operating lease liabilities		(1,383	)		(1,878	)
Net cash used in operating activities		(171,110	)		(95,497	)
Cash flows from investing activities
Payment of VT-109 license fee		(800	)		—
Purchase of property and equipment		(528	)		(327	)
Purchase of marketable securities		(285,947	)		(409,000	)
Proceeds from maturities of marketable securities		400,897			201,681
Proceeds from sale of marketable securities		—			4,000
Net cash provided by (used in) investing activities		113,622			(203,646	)
Cash flows from financing activities
Proceeds from exercise of stock options and employee stock purchase plan		2,794			11,102
Proceeds from refinancing under loan and security agreement, net		23,338			—
Payment of deferred issuance costs related to unfunded loan commitments		(3,517	)		—
Proceeds from short swing settlement		—			37
Repurchase of common stock		—			(13	)
Proceeds from issuance of common stock in follow-on offering		—			287,500
Payment of issuance costs and underwriting fees related to follow-on offering		—			(17,908	)
Net cash provided by financing activities		22,615			280,718
Net decrease in cash and cash equivalents		(34,873	)		(18,425	)
Cash and cash equivalents, beginning of period		92,646			45,681
Cash and cash equivalents, end of period	$	57,773		$	27,256
Supplemental disclosure of cash flow information
Cash paid for interest expense	$	5,004		$	4,990
Addition to right-of-use assets obtained from operating lease liabilities	$	—		$	2,487

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

VERA THERAPEUTICS, INC.

Notes to Unaudited Condensed Financial Statements

1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Description of Business

Vera Therapeutics, Inc. (the Company) is a clinical stage biotechnology company focused on developing and commercializing treatments for patients with serious immunological diseases. The Company was incorporated in May 2016 in Delaware. The Company’s headquarters are in Brisbane, California. The Company operates in one segment, Therapeutics, focused on developing and commercializing transformative treatments for patients with serious immunological diseases.

Liquidity

Since inception, the Company has devoted substantially all of its resources to its research and development efforts, pre-clinical studies and clinical trials, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations. The Company has incurred recurring net operating losses and has not generated positive cash flows from operations since its inception and had an accumulated deficit of $669.8 million as of September 30, 2025. The Company had cash, cash equivalents and marketable securities of $497.4 million as of September 30, 2025. The Company has funded its operations primarily through the issuance of common stock, redeemable convertible preferred stock, debt financing and convertible notes. Management expects to continue to incur losses and negative cash flows from operations for at least the next several years.

Management believes that the Company’s cash, cash equivalents and marketable securities as of September 30, 2025 will be sufficient to fund its planned operations and capital expenditure requirements for at least the next 12 months subsequent to the issuance date of these financial statements. The Company intends to raise additional capital through public or private equity offerings, debt financing, or other capital sources, which may include strategic collaborations or other arrangements with third parties in order to achieve its long-term business objectives. If the Company fails to obtain necessary capital when needed on acceptable terms, or at all, it could force the Company to delay, limit, reduce or terminate its product development programs, commercialization efforts or other operations.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting. The U.S. dollar is the Company’s functional and reporting currency.

Unaudited Condensed Financial Statements

In the opinion of management, the unaudited condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year or any other period. The information included in this Form 10-Q should be read in conjunction with the audited financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Use of Estimates

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Management estimates that affect the reported amounts of assets and liabilities include the accrual of research and development expenses, valuation of equity awards for stock-based compensation, determination of incremental borrowing rate for operating leases, the valuation allowance for deferred tax assets and fair value of marketable securities. The Company evaluates and adjusts its estimates and assumptions on an ongoing basis using historical experience and other factors. Actual results could differ from those estimates.

Concentrations of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by any of the financial

institutions holding its cash, cash equivalents, and marketable securities to the extent recorded in the balance sheet. The Company has not experienced any losses to date related to these concentrations.

The Company’s future results of operations involve a number of other risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s current and potential future product candidates, uncertainty of market acceptance of the Company’s product candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals or sole-source suppliers. The Company relies on single-source suppliers for some components of its supply chain. If any of the single source suppliers fails to satisfy the Company’s requirements on a timely basis, it could suffer delays in its clinical development programs and commercial preparation activities, which could adversely affect operating results.

The Company’s product candidates require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory authorities prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed, or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures in response to investor requests. The amendments in ASU 2023-09 address these requests primarily through changes to the effective tax rate reconciliation, disaggregation of income taxes paid, and certain additional income tax-related disclosures. A public entity should apply the amendments in ASU 2023-09 to all annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The ASU applies on a prospective basis. However, retrospective application in all prior periods presented is permitted. The Company will adopt the standard on a retrospective basis as of and for the year ending December 31, 2025. The Company has evaluated the impact of the adoption on its financial statements and related disclosures and determined that it is not material.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update will improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative expenses, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard as of and for the year ending December 31, 2027 and for the interim reporting periods within the year ending December 31, 2028. This ASU will result in the required additional disclosures being included in the Company’s financial statements upon adoption.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update will provide all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses by assuming that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted in both interim and annual reporting periods for which financial statements have not yet been issued or made available for issuance. The Company will adopt the standard as of and for the year ending December 31, 2026 and interim periods within that period and is currently evaluating the impact of the adoption on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update will introduce changes to the timing of software cost capitalization based on likelihood of completion for all entities subject to the internal-use software guidance in Subtopic 350-40 and the guidance on website development costs in Subtopic 350-50. The ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently evaluating the timing of adoption and the impact of adoption on its financial statements and related disclosures.

Income Taxes

On July 4, 2025, President Trump signed “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,” commonly referred to as the “One Big Beautiful Bill Act” (“OBBB”), into law. The OBBB makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation and domestic research cost expensing, and raises the limit on business interest expense deductions. Accounting Standards Codification Topic No. 740, Income Taxes, requires that the Company recognize the effects of changes in tax rates and laws in the period in which the legislation is enacted. In accordance with GAAP, the Company accounted for the effects of the changes in the tax law in the periods of enactment which are the three-month and nine-month periods ended September 30, 2025. The OBBB did not have a material impact on our effective income tax rate for the three and nine months ended September 30, 2025.

3. OTHER FINANCIAL STATEMENT INFORMATION

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	September 30, 2025		December 31, 2024
Prepaid clinical trial costs	$	4,054	$	2,228
Interest income receivable		3,357		3,773
Prepaid software costs		1,074		660
Prepaid drug manufacturing costs		1,026		21
Prepaid medical affairs		999		246
Prepaid insurance		969		709
Prepaid commercial planning costs		889		933
Prepaid professional services fees		405		659
Other		1,149		1,137
Total prepaid expenses and other current assets	$	13,922	$	10,366

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	September 30, 2025		December 31, 2024
Accrued payroll	$	9,715	$	6,822
Accrued drug manufacturing expenses		6,039		3,059
Accrued commercial planning expenses		2,284		689
Accrued clinical trial expenses		1,725		3,683
Other accrued expenses and current liabilities		3,694		1,970
Total accrued expenses and other current liabilities	$	23,457	$	16,223

4. CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company’s cash equivalents and available-for-sale investment securities are classified within the fair value hierarchy as defined by authoritative guidance. Level 1 securities consist of highly liquid money market funds for which the carrying amount approximates the fair value of identical assets as quoted in the active markets. Level 2 securities, consisting of U.S. Treasuries, U.S. agency securities and corporate debt securities, are measured based on other observable inputs, including broker or dealer quotations or other valuations using observable market data. The Company’s debt securities are accounted for as available-for-sale securities.

Unrealized gains and losses are reported as a component of other comprehensive income (loss). Fair value of the debt securities was $445.6 million and $552.8 million as of September 30, 2025 and December 31, 2024, respectively.

The following table presents the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	September 30, 2025
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Cash and Cash Equivalents		Marketable Securities
Money market funds	Level 1	$	48,952	$	—	$	—		$	48,952	$	48,952	$	—
U.S. Government bonds	Level 2		220,546		500		(7	)		221,039		—		221,039
U.S. Government agency securities	Level 2		4,997		1		—			4,998		—		4,998
Corporate debt securities	Level 2		219,172		394		(7	)		219,559		5,980		213,579
Total cash equivalents and marketable securities			493,667		895		(14	)		494,548		54,932		439,616
Cash			2,841		—		—			2,841		2,841		—
Total		$	496,508	$	895	$	(14	)	$	497,389	$	57,773	$	439,616


	December 31, 2024
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Cash and Cash Equivalents		Marketable Securities
Money market funds	Level 1	$	85,135	$	—	$	—		$	85,135	$	85,135	$	—
U.S. Government bonds	Level 2		322,960		389		(16	)		323,333		—		323,333
U.S. Government agency securities	Level 2		999		1		—			1,000		—		1,000
Corporate debt securities	Level 2		228,446		182		(163	)		228,465		4,592		223,873
Total cash equivalents and marketable securities			637,540		572		(179	)		637,933		89,727		548,206
Cash			2,919		—		—			2,919		2,919		—
Total		$	640,459	$	572	$	(179	)	$	640,852	$	92,646	$	548,206

Marketable debt securities that had been in unrealized loss positions as of September 30, 2025, and December 31, 2024 were in an unrealized loss position for less than 12 months. Unrealized losses from marketable debt securities are primarily attributable to changes in interest rates and not due to credit-related factors. Management does not believe any remaining unrealized losses represent impairments or credit-related losses based on evaluation of available evidence.

The following table classifies the estimated fair value of investments in available-for-sale marketable debt securities by effective contractual maturity dates (in thousands):


	September 30, 2025
Due within one year	$	350,602
Due after one year to two years		89,014
Total marketable securities	$	439,616

5. LEASES

The Company has entered into a non-cancellable operating sublease for its headquarters office space which expires in 2029 and does not include any option to renew. The Company also leased a facility in South San Francisco, California, that was subleased to a third party. Both the lease and the sublease of this facility ended in September 2025.

Components of net lease cost are as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating lease cost	$	690		$	669		$	2,069		$	1,940
Variable lease cost		(15	)		13			(5	)		38
Total operating lease cost		675			682			2,064			1,978
Less: sublease income		(499	)		(487	)		(1,496	)		(1,462	)
Net lease cost	$	176		$	195		$	568		$	516

Other supplemental information related to operating leases is as follows (in thousands):


	Nine Months Ended September 30,
	2025		2024
Cash paid for operating lease liabilities	$	2,111	$	2,381

	September 30, 2025		December 31, 2024
Weighted-average discount rate for operating leases	12.5%		11.3%
Weighted-average remaining lease term	3.5 years		3.0 years

As of September 30, 2025, the maturities of operating lease liabilities are as follows (in thousands):


2025 (remaining)	$	179
2026		830
2027		966
2028		995
2029		254
Total minimum lease payments		3,224
Less: Imputed interest		(656	)
Present value of operating lease liabilities		2,568
Less: Current portion of operating lease liabilities		(473	)
Non-current operating lease liabilities	$	2,095

As of September 30, 2025, the Company had not executed any leases that were yet to commence.

6. NOTES PAYABLE

Notes payable consist of the following (in thousands):


		September 30, 2025				December 31, 2024
	Maturity	Effective Interest Rate	Amount			Effective Interest Rate	Amount
Collateralized note 2021-12	N/A	N/A	$	—		13.96%	$	5,000
Collateralized note 2022-11	N/A	N/A		—		14.09%		20,000
Collateralized note 2023-12	N/A	N/A		—		14.59%		25,000
Collateralized note 2025-06	2030	10.25%		75,000		N/A		—
Total borrowings				75,000				50,000
Unamortized issuance costs net of accrued exit fees				(352	)			687
Net carrying amount of debt			$	74,648			$	50,687

2021 Loan Agreement

In June 2025, the Company refinanced its debt under the non-revolving loan and security agreement (2021 Loan Agreement) with a loan syndicate involving Oxford Finance LLC (Oxford Finance), Oxford Finance Credit Fund II LP (OFCF II), and Oxford Finance Credit Fund III LP (OFCF III) entered into in December 2021, by entering into a new non-revolving loan and security agreement, the proceeds of which were partially used to prepay the outstanding principal balance of the 2021 Loan Agreement in full. The Company paid an exit fee of $3.0 million, equal to 6% on the aggregate principal amount of the loan, as 1% of the original 7% exit fee was waived in connection with the refinancing. The entirety of the 2% prepayment fee that would have applied to the prepayment of the $25.0 million of debt drawn in December 2023 was also waived in connection with the refinancing.

2025 Loan Agreement

On June 2, 2025, the Company entered into a new non-revolving loan and security agreement (the 2025 Loan Agreement) with a loan syndicate involving Oxford Finance, OFCF II, OFCF III, and Oxford Finance Credit Fund IV LP (OFCF IV) (collectively, Oxford). The 2025 Loan Agreement has a total borrowing capacity of up to $500.0 million, of which $75.0 million was funded at closing and $50.0 million remains available for draw at the Company’s discretion from January 1, 2026 through December 31, 2026. The Company also has the option to draw up to $75.0 million upon accelerated approval of atacicept in immunoglobulin A nephropathy (IgAN), two tranches of a maximum of $50.0 million upon achievement of certain commercial milestones related to atacicept in IgAN once approved, and up to $200.0 million available at the mutual discretion of the Company and Oxford. As of September 30, 2025, the Company’s outstanding borrowing under the 2025 Loan Agreement was $75.0 million.

The Company accounted for the loan syndicate on a creditor-by-creditor basis. With respect to the continuing creditors, Oxford Finance, OFCF II, and OFCF III, the Company accounted for this transaction as a loan modification, and with respect to the new lender, OFCF IV, the Company accounted for this transaction as an issuance of debt. Of the $3.7 million in exit fees on the 2021 Loan Agreement and fees paid to creditors as part of the refinancing, $1.6 million was recorded as a reduction to the net carrying amount of the debt drawn under the 2025 Loan Agreement at close, and $2.0 million was recorded as noncurrent deferred debt issuance costs. Of the $2.3 million in fees paid by the Company to third parties in connection with the refinancing, $0.8 million was recorded as other expense, and $1.4 million was recorded as noncurrent deferred debt issuance costs. Deferred debt issuance costs will be amortized over the respective draw periods of each of the loan commitment tranches on a straight-line basis.

The 2025 Loan Agreement is scheduled to mature in June 2030, provided that the Company has not achieved a revenue-based interest-only extension milestone as of the end of the initial interest-only period in August 2029. If the Company achieves this interest-only extension milestone, the maturity date and end of the interest-only period will be extended to June 2031 and August 2030, respectively. The Company is permitted to prepay the loan, subject to certain conditions, and will incur prepayment fees of 2% if the loan is prepaid prior to June 4, 2027 or 1% if the loan is prepaid between June 5, 2027 and June 4, 2028. No prepayment fee shall be applicable after June 4, 2028. Additionally, upon maturity date, acceleration of the loan in the event of default, or prepayment of the loan, the Company is required to pay an exit fee equal to 5% of the aggregate principal amount of the loan. The Company will accrue for this exit fee over the life of the loan as an increase to the net carrying amount of debt using the effective interest rate method.

The variable interest rate on the drawn amount is 1-Month CME Term SOFR (subject to a per annum floor rate of 3.75%) plus 4.95% per annum. At the initial funding of the 2025 Loan Agreement on June 4, 2025, the nominal interest rate was 9.27%. There are two financial covenants: (i) commencing on March 31, 2027, the Company is required to maintain certain levels of unrestricted cash subject to control agreements provided that such liquidity covenant shall not apply at any given time if the market capitalization of the Company is at least $1.0 billion on the measurement date, and (ii) commencing with the last day of the month in which the aggregate amount of Term Loans funded exceeds $200.0 million, the Company will be required to maintain a loan coverage ratio, which will replace the minimum cash covenant. The loan coverage ratio should not apply at any given time if the market capitalization of the Company is at least $1.25 billion on the measurement date. The loan is secured by substantially all of the Company’s assets. The proceeds from the 2025 Loan Agreement were partially used to prepay the outstanding principal balance of the 2021 Loan Agreement in full, with the remaining proceeds available for working capital, capital expenditures, and other general corporate purposes.

Principal installments due on the notes are as follows (in thousands):


2025 (remaining)	$	—
2026		—
2027		—
2028		—
2029		34,091
Thereafter		40,909
Total long-term debt	$	75,000

7. COMMON STOCK

As of September 30, 2025, the Company’s amended and restated certificate of incorporation authorized the Company to issue 500,000,000 shares of Class A common stock and 14,600,000 shares of Class B common stock, each with a par value of $0.001 per share. Each share of Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Class B common stock is non-voting. There were no shares of Class B common stock outstanding as of September 30, 2025 and December 31, 2024. Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Through September 30, 2025, no cash dividends have been declared or paid.

8. STOCK COMPENSATION

Equity Plans

2024 Inducement Plan

In February 2024, the Company adopted the 2024 Inducement Plan (Inducement Plan). The Inducement Plan was adopted by the compensation committee of the Company’s board of directors without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and subsequently amended in August 2024, January 2025, and September 2025. In accordance with Rule 5635(c)(4), awards made under the Inducement Plan, including stock options and restricted stock units, may only be granted to newly hired employees as a material inducement to accept employment with the Company. Stock options granted under the Inducement Plan expire no later than ten years from the date of grant.

2021 Equity Incentive Plan and 2017 Equity Incentive Plan

The 2021 Equity Incentive Plan (2021 EIP) and the 2017 Equity Incentive Plan (2017 EIP) became effective in May 2021 and February 2017, respectively. The Company may not grant any additional awards under the 2017 EIP. The 2017 EIP will continue to govern outstanding equity awards granted thereunder. Stock options granted under the 2021 EIP and 2017 EIP expire no later than 10 years from the date of grant.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (ESPP) became effective in May 2021. As of September 30, 2025, 150,090 shares have been issued pursuant to the ESPP. The ESPP generally provides for six-month consecutive offering periods beginning every September 14 and March 14. The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation.

The table below summarizes the Company's equity plans as of September 30, 2025:


Plan	Maximum Number of Shares Authorized		Shares Available for Future Issuance
2024 Inducement Plan		3,440,000		832,555
2021 Equity Incentive Plan		10,051,396		2,406,813
2017 Equity Incentive Plan		2,275,305		—
2021 Employee Stock Purchase Plan		1,588,946		1,438,856

Option Activity

Stock option activity under the 2017 EIP, 2021 EIP, and 2024 Inducement Plan for the period ended September 30, 2025 is summarized as follows:


	Number of Options			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (000s)
Outstanding as of December 31, 2024		6,611,797		$	16.44		8.11	$	172,630
Granted		2,027,910		$	27.60
Exercised		(150,631	)	$	9.81
Cancelled and forfeited		(80,496	)	$	31.61
Outstanding as of September 30, 2025		8,408,580		$	19.10		7.86	$	98,024
Options exercisable as of September 30, 2025		4,004,243		$	13.47		6.91	$	65,445
Vested and expected to vest as of September 30, 2025		8,408,580		$	19.10		7.86	$	98,024

The aggregate intrinsic value of stock options exercised during the three months ended September 30, 2025 and 2024 was $0.1 million and $3.5 million, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $3.8 million and $34.7 million, respectively. The weighted-average grant date fair value of options granted during the three months ended September 30, 2025 and 2024 was $18.31 per share and $26.35 per share, respectively. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2025 and 2024 was $22.56 per share and $15.91 per share, respectively.

Award Activity

The Company grants restricted stock units (RSU) pursuant to the 2021 EIP and satisfies such grants through the issuance of the Company’s Class A common stock. The following table shows RSU activity for the period ended September 30, 2025:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested balance as of December 31, 2024		696,888		$	29.63
Granted		973,065			27.96
Vested		(120,031	)		21.95
Cancelled and forfeited		(38,502	)		32.25
Unvested balance as of September 30, 2025		1,511,420		$	29.09

Stock-Based Compensation Expense

The following tables summarize the stock-based compensation expense for stock options and restricted stock units granted to employees and non-employees and for ESPP stock-based compensation that was recorded in the Company’s condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	4,533	$	2,261	$	12,286	$	5,888
General and administrative		5,212		3,327		14,675		8,697
Total stock-based compensation expense	$	9,745	$	5,588	$	26,961	$	14,585


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Employees	$	9,267	$	4,791	$	25,103	$	12,923
Non-employees		478		797		1,858		1,662
Total stock-based compensation expense	$	9,745	$	5,588	$	26,961	$	14,585

As of September 30, 2025, the Company had $68.3 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.6 years. For the three months ended September 30, 2025 and 2024, the Company recognized $6.9 million and $4.7 million of stock-based compensation expense for stock options, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized $19.7 million and $11.9 million of stock-based compensation expense for stock options, respectively.

As of September 30, 2025, the Company had $37.7 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.3 years. For the three months ended September 30, 2025 and 2024, the Company recognized $2.7 million and $0.8 million of stock-based compensation expense for restricted stock units, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized $6.8 million and $2.5 million of stock-based compensation expense for restricted stock units, respectively.

Stock-based compensation expense related to the ESPP for the three months ended September 30, 2025 and 2024 was $0.1 million and $0.1 million, respectively. Stock-based compensation related to the ESPP for the nine months ended September 30, 2025 and 2024 was $0.4 million and $0.2 million, respectively.

The fair value of stock options granted during the three and nine months ended September 30, 2025 and 2024 was estimated using the Black-Scholes option pricing model based on the following assumptions:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Expected term (in years)	6.0 – 6.1	6.0 – 6.1	5.5 – 6.1	5.5 – 6.1
Expected volatility	81.9% – 82.3%	70.3% – 70.4%	81.8% – 83.9%	70.3% – 73.2%
Risk-free rate	3.8% – 4.1%	3.6% – 4.4%	3.8% – 4.5%	3.6% – 4.6%
Dividend yield	—	—	—	—

9. LICENSES

Stanford University

In January 2025, the Company entered into a license agreement (the Stanford Agreement) with Stanford University. Pursuant to the terms of the Stanford Agreement, as amended in April 2025, the Company acquired worldwide development and commercial rights to a fusion protein in preclinical development referred to as VT-109, with therapeutic potential in B cell mediated diseases, in exchange for license issue fees of $0.8 million, annual license maintenance fees, and potential future license fees, milestone payments and royalties if the compound advances to certain clinical development and commercial milestones.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company believes that there are no actions pending which would have a material adverse effect on its financial statements.

Indemnification

As of September 30, 2025, the Company did not have any material indemnification claims that were probable and consequently no related liabilities have been recorded.

Employee Agreements

The Company has signed employment agreements with certain key employees pursuant to which, if their employment is terminated following a change of control of the Company, the employees are entitled to receive certain benefits, including severance and accelerated vesting of equity incentives.

Development and Manufacturing Services Agreements

The Company enters into development and manufacturing contracts with vendors in the conduct of its business. Contracts with these vendors may be terminated at the Company’s option, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would be obligated to pay for the products or services that had been provided or received at the time the termination became effective, and potentially additional compensation based upon the period of time remaining between the date of notice of cancellation and the scheduled manufacturing.

11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following outstanding potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


Three Months Ended September 30,		Nine Months Ended September 30,
2025	2024

Vera Therapeutics, Inc. 10-Q