arvn-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2025


o			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: 001-38672

__________________________________________

ARVINAS, INC.

(Exact name of registrant as specified in its Charter)

__________________________________________


Delaware			47-2566120
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
5 Science Park 395 Winchester Ave. New Haven, Connecticut			06511
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 535-1456

__________________________________________

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

ARVN

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 ý 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 ý 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	ý	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 Exchange Act). Yes ☐ No ý

As of April 28, 2025, the registrant had 72,991,390 shares of common stock, $0.001 par value per share, outstanding.


		Page
PART I.	FINANCIAL INFORMATION	2

Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	38

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5.	Other Information	43
Item 6.	Exhibits	44

Signatures		45


(dollars and shares in millions, except per share amounts)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	81.0	$	100.5

Marketable securities	873.3		938.9
Accounts receivable	0.4		5.7
Other receivables	8.0		8.0
Prepaid expenses and other current assets	17.0		14.2
Total current assets	979.7		1,067.3
Property, equipment and leasehold improvements, net	6.7		7.0
Operating lease right-of-use assets	9.9		9.0
Collaboration contract asset and other assets	4.8		8.1
Total assets	$	1,001.1	$	1,091.4
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities	$	71.1	$	71.8
Deferred revenue	141.0		156.2

Current portion of operating lease liabilities	1.9		1.8
Total current liabilities	214.0		229.8
Deferred revenue	118.4		292.0
Long-term debt	0.5		0.6
Operating lease liabilities	8.1		7.3
Total liabilities	341.0		529.7
Commitments and Contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value, zero shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.001 par value; 73.0 and 68.8 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	0.1		0.1
Accumulated deficit	(1,448.7)		(1,531.6)
Additional paid-in capital	2,107.2		2,092.2
Accumulated other comprehensive income	1.5		1.0
Total stockholders’ equity	660.1		561.7
Total liabilities and stockholders’ equity	$	1,001.1	$	1,091.4


(dollars and shares in millions, except per share amounts)	For the Three Months Ended March 31,
Consolidated Statements of Operations	2025		2024
Revenue	$	188.8	$	25.3
Operating expenses:
Research and development	90.8		84.3
General and administrative	26.6		24.3
Total operating expenses	117.4		108.6
Income (loss) from operations	71.4		(83.3)
Other income

Interest income, net	11.7		14.0

Total other income	11.7		14.0
Net income (loss) before income taxes	83.1		(69.3)
Income tax expense	(0.2)		(0.1)

Net income (loss)	$	82.9	$	(69.4)

Earnings (loss) per common share
Basic	$	1.14	$	(0.97)
Diluted	$	1.14	$	(0.97)

Weighted average common shares outstanding
Basic	72.5		71.7
Diluted	72.7		71.7


(dollars in millions)	For the Three Months Ended March 31,
Consolidated Statements of Comprehensive Income (Loss)	2025		2024
Net income (loss)	$	82.9	$	(69.4)
Other comprehensive loss:
Unrealized gain (loss) on available-for-sale securities	0.5		(1.3)
Comprehensive income (loss)	$	83.4	$	(70.7)


(dollars and shares in millions)	Common			Accumulated Deficit		Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
For the Three Months Ended March 31, 2025 and 2024	Shares	Amount
Balance as of December 31, 2024	68.8	$	0.1	$	(1,531.6)	$	2,092.2	$	1.0	$	561.7
Stock-based compensation	—	—		—		15.0		—		15.0
Net income	—	—		82.9		—		—		82.9

Issuance of common stock under equity incentive plans	0.8	—		—		—		—		—
Issuance of common stock for pre-funded warrants	3.4	—		—		—		—		—
Unrealized gain on available-for-sale securities	—	—		—		—		0.5		0.5
Balance as of March 31, 2025	73.0	$	0.1	$	(1,448.7)	$	2,107.2	$	1.5	$	660.1
Balance as of December 31, 2023	68.0	$	0.1	$	(1,332.7)	$	1,995.7	$	(3.1)	$	660.0
Stock-based compensation	—	—		—		18.6		—		18.6
Net loss	—	—		(69.4)		—		—		(69.4)

Issuance of common stock under equity incentive plans	0.3	—		—		1.8		—		1.8
Unrealized loss on available-for-sale securities	—	—		—		—		(1.3)		(1.3)
Balance as of March 31, 2024	68.3	$	0.1	$	(1,402.1)	$	2,016.1	$	(4.4)	$	609.7


(dollars in millions)	March 31, 2025		March 31, 2024
Cash and cash equivalents	$	81.0	$	88.0
Restricted cash	—		5.5
Cash, cash equivalents and restricted cash	$	81.0	$	93.5


(dollars in millions)
Remainder of 2025	$	101.7
2026	66.6
2027	20.3
2028	70.8



Total	$	259.4


	March 31, 2025
(dollars in millions)	Valuation Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate bonds	Level 2	$	868.3	$	1.7	$	(0.2)	$	869.8
Government securities	Level 2	3.5		—		—		3.5
Total		$	871.8	$	1.7	$	(0.2)	$	873.3


	December 31, 2024
(dollars in millions)	Valuation Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate bonds	Level 2	$	934.4	$	1.7	$	(0.7)	$	935.4
Government securities	Level 2	3.5		—		—		3.5
Total		$	937.9	$	1.7	$	(0.7)	$	938.9


	Three Months Ended March 31,
(dollars in millions)	2025		2024
Operating lease cost	$	0.7	$	0.5


(dollars in millions)	March 31, 2025		March 31, 2024
Accounts receivable related to collaborations
Beginning balance	$	5.7	$	—

Payments received	(5.3)		—
Ending balance	$	0.4	$	—
Accounts payable related to collaborations
Beginning balance	$	5.4	$	13.1
Additions	19.4		14.1
Payments made	(5.4)		(13.1)
Ending balance	$	19.4	$	14.1
Contract assets: Collaboration contract asset
Beginning balance	$	7.8	$	9.4

Amortization	(3.3)		(0.4)
Ending balance	$	4.5	$	9.0
Contract liabilities: Deferred revenue
Beginning balance	$	448.2	$	549.2

Revenue recognized from balances held at the beginning of the period	(188.8)		(25.3)

Ending balance	$	259.4	$	523.9


(dollars in millions)
Remainder of 2025	$	2.0
2026	2.3
2027	2.4
2028	2.5
2029	2.6


Total lease payments	11.8
Less: imputed interest	(1.8)
Total	$	10.0


	March 31, 2025		March 31, 2024
Expected volatility (1)	72.1 - 72.2%		75.1 - 75.6%
Expected term (years) (2)	5.5 - 5.6		5.4 - 5.5
Risk free interest rate (3)	4.0% - 4.4%		3.9% - 4.3%
Expected dividend yield	0	%	0	%
Exercise price	$16.23 - $17.70		$38.10 - $47.00


(dollars in millions, except weighted average exercise price)	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2024	7,892,330	$	44.16	6.7	$	3.2
Granted	1,078,292	$	17.65

Forfeited	(218,106)	$	46.71

Outstanding as of March 31, 2025	8,752,516	$	40.83	6.8	$	—
Vested and exercisable as of March 31, 2025	5,934,775	$	45.12	5.8	$	—
Vested and expected to vest as of March 31, 2025	8,455,437	$	41.34	6.7	$	—


(dollars in millions)	Maturity Date	Interest Rate	March 31, 2025		December 31, 2024
2018 Assistance Agreement Debt	09/28	3.25%	$	0.7	$	0.8
Less: current installments			(0.2)		(0.2)
Total long-term debt			$	0.5	$	0.6


	Shares	Weighted Average Grant Date Fair Value Per Share
Unvested RSUs as of December 31, 2024	2,311,291	$	42.25
Granted	2,229,467	$	17.66
Vested	(805,578)	$	45.35
Forfeited	(146,054)	$	44.92
Unvested RSUs as of March 31, 2025	3,589,126	$	26.17


									For the Three Months Ended March 31,
									2024
Stock options									8.6

RSUs									2.5
									11.1

SEC Form 10-Q filed by Arvinas Inc.